Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Alternus Clean Energy, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001883984 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash | $ 3,886,000 | $ 2,987,000 | $ 18,027,000 |
Accounts receivable, net | 4,597,000 | 5,916,000 | 4,677,000 |
Unbilled energy incentives earned | 5,883,000 | 4,954,000 | 3,139,000 |
Prepaid expenses | 6,144,000 | 4,409,000 | 2,039,000 |
Taxes recoverable | 2,620,000 | 1,876,000 | 5,461,000 |
Total current assets | 23,130,000 | 20,142,000 | 33,343,000 |
Total Assets | 211,716,000 | 208,529,000 | 209,489,000 |
Property and equipment, net | 163,131,000 | 161,793,000 | 160,358,000 |
Right of use asset | 9,377,000 | 9,700,000 | |
Goodwill | 1,743,000 | 1,758,000 | 1,903,000 |
Restricted cash | 5,027,000 | 6,598,000 | 8,554,000 |
Other receivable | 1,272,000 | 2,045,000 | |
Capitalized development cost and other long-term assets, net | 9,308,000 | 7,266,000 | 3,286,000 |
Current liabilities | |||
Accrued expenses | 22,521,000 | 9,884,000 | 5,292,000 |
Income and franchise taxes payable | 1,200,000 | 1,135,000 | 1,734,000 |
Deferred income | 5,883,000 | 4,954,000 | 3,139,000 |
Right of use liability - Short Term | 635,000 | 556,000 | |
Green bonds, Convertible and non-convertible promissory notes, net | 194,918,000 | 17,296,000 | 1,659,000 |
Accounts payable | 11,854,000 | 14,438,000 | 12,441,000 |
Total current liabilities | 237,011,000 | 48,263,000 | 24,265,000 |
Total Liabilities | 258,731,000 | 229,358,000 | 192,897,000 |
Green bonds | 149,481,000 | 147,238,000 | |
Convertible and non-convertible promissory notes, net | 11,476,000 | 21,281,000 | 20,769,000 |
Right of use liability - long term | 8,710,000 | 8,872,000 | |
Asset retirement obligations | 1,534,000 | 1,461,000 | 625,000 |
Stockholders’ Deficit | |||
Common stock value | 305,000 | 305,000 | 305,000 |
Additional paid-in capital | 52,006,000 | 52,006,000 | 51,943,000 |
Foreign Currency Translation Reserve | (26,000) | (612,000) | 588,000 |
Accumulated deficit | (98,140,000) | (72,028,000) | (36,228,000) |
Non-controlling interest | (1,160,000) | (500,000) | (16,000) |
Total Shareholders’ Equity (Deficit) | (47,015,000) | (20,829,000) | 16,592,000 |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 211,716,000 | 208,529,000 | 209,489,000 |
Clean Earth Acquisitions Corp | |||
Current assets | |||
Cash | 9,266 | 630,460 | 33,912 |
Prepaid expenses | 259,034 | 298,172 | |
Other receivable | 7,462 | 189 | |
Marketable securities held in Trust Account | 86,038,091 | 235,586,028 | |
Total current assets | 86,306,391 | 236,522,122 | 34,101 |
Total Assets | 86,306,391 | 236,522,122 | 737,180 |
Deferred offering costs | 703,079 | ||
Total Non-current Assets | 703,079 | ||
Other receivable | |||
Current liabilities | |||
Accrued expenses | 688,939 | 613,653 | |
Income and franchise taxes payable | 31,215 | 849,331 | |
Accrued legal expenses | 992,045 | 572,307 | |
Accounts payable | 171,267 | 47,919 | |
Accrued offering costs | 542,981 | 542,981 | 588,126 |
Deferred underwriter fee payable | 805,000 | 4,427,500 | |
Total current liabilities | 4,934,947 | 7,859,861 | 714,726 |
Total Liabilities | 4,934,947 | 7,859,861 | 714,726 |
Green bonds | |||
Commitments and Contingencies | |||
Stockholders’ Deficit | |||
Preferred stock value | |||
Additional paid-in capital | 24,233 | ||
Accumulated deficit | (4,667,503) | (6,924,623) | (2,546) |
Total Shareholders’ Equity (Deficit) | (4,666,647) | (6,923,767) | 22,454 |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 86,306,391 | 236,522,122 | 737,180 |
Clean Earth Acquisitions Corp | Class A Common Stock Subject to Possible Redemption | |||
Class A Common Stock Subject to Possible Redemption | |||
Common Stock Subject to Possible Redemption | 86,038,091 | 235,586,028 | |
Clean Earth Acquisitions Corp | Class A Ordinary Shares | |||
Stockholders’ Deficit | |||
Common stock value | 89 | 89 | |
Clean Earth Acquisitions Corp | Class B Ordinary Shares | |||
Stockholders’ Deficit | |||
Common stock value | 767 | 767 | 767 |
Previously Reported | |||
Current assets | |||
Cash | 2,987,000 | 18,027,000 | |
Restricted cash | 6,598,000 | 8,554,000 | |
Current liabilities | |||
Green bonds, Convertible and non-convertible promissory notes, net | 194,918,000 | 17,296,000 | |
Convertible and non-convertible promissory notes, net | 11,476,000 | 170,762,000 | |
Previously Reported | Clean Earth Acquisitions Corp | |||
Current liabilities | |||
Accrued expenses | 2,035,291 | 1,600 | |
Related Party | Clean Earth Acquisitions Corp | |||
Current liabilities | |||
Promissory note – related party | $ 1,703,500 | $ 806,170 | $ 125,000 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred shares, par value (in Dollars per share) | $ 0.011 | ||
Preferred shares, authorized | 100,000,000 | ||
Preferred shares, issued | |||
Preferred shares, outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.012 | $ 0.012 | $ 0.012 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,325,738 | 26,365,738 | 26,365,738 |
Common stock, shares outstanding | 26,325,738 | 26,365,738 | 26,365,738 |
Clean Earth Acquisitions Corp | |||
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred shares, issued | |||
Preferred shares, outstanding | |||
Clean Earth Acquisitions Corp | Class A Common Stock Subject to Possible Redemption | |||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock subject to possible redemption, shares issued | 8,147,563 | 23,000,000 | 23,000,000 |
Common stock subject to possible redemption, shares outstanding | 8,147,563 | 23,000,000 | 23,000,000 |
Clean Earth Acquisitions Corp | Class A Ordinary Shares | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 890,000 | 890,000 | 890,000 |
Common stock, shares outstanding | 890,000 | 890,000 | 890,000 |
Clean Earth Acquisitions Corp | Class B Ordinary Shares | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 7,666,667 | 7,666,667 | 7,666,667 |
Common stock, shares outstanding | 7,666,667 | 7,666,667 | 7,666,667 |
Consolidated Statement of Opera
Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income/(Loss) from operations | $ 3,009,000 | $ 3,350,000 | $ 4,323,000 | $ 7,512,000 | |||
Other income/(expense): | |||||||
Interest expense | (7,455,000) | (4,380,000) | (19,253,000) | (13,120,000) | |||
Other income | 74,000 | 1,507,000 | 318,000 | 1,934,000 | |||
Solis bond waiver fee | (11,113,000) | (11,113,000) | |||||
Other expense | (863,000) | (943,000) | (1,047,000) | (1,129,000) | |||
Total other expense | (19,357,000) | (3,816,000) | (31,095,000) | (12,315,000) | |||
Net income (loss) | (16,348,000) | (466,000) | (26,772,000) | (4,803,000) | $ (36,284,000) | $ (18,933,000) | |
Net income/(loss) attributable to non-controlling interest | (415,000) | (35,000) | (660,000) | (330,000) | |||
Other income: | |||||||
Income (loss) before provision for income taxes | (16,348,000) | (466,000) | (26,772,000) | (4,803,000) | |||
Provision for income taxes | |||||||
Net income (loss) | $ (15,933,000) | $ (431,000) | $ (26,112,000) | $ (4,473,000) | |||
Basic weighted average shares outstanding, redeemable and non-redeemable common stock (in Shares) | 26,325,738 | 26,358,375 | 26,325,738 | 26,358,375 | |||
Basic net income (loss) per share, redeemable and non-redeemable common stock (in Dollars per share) | $ (0.61) | $ (0.02) | $ (0.99) | $ (0.17) | |||
Total operating expenses | $ (7,469,000) | $ (9,022,000) | $ (23,476,000) | $ (22,971,000) | |||
Comprehensive loss: | |||||||
Net loss | (15,933,000) | (431,000) | (26,112,000) | (4,473,000) | |||
Foreign currency translation adjustment | (2,246,000) | (2,199,000) | 586,000 | (3,755,000) | |||
Comprehensive income/(loss) | (18,179,000) | (2,630,000) | (25,526,000) | (8,228,000) | |||
Revenues | 10,478,000 | 12,372,000 | 27,799,000 | 30,483,000 | 32,526,000 | 21,393,000 | |
Operating Expenses | |||||||
Cost of revenues | (2,157,000) | (4,596,000) | (6,545,000) | (9,631,000) | |||
Selling, general and administrative | (3,128,000) | (2,276,000) | (10,122,000) | (6,429,000) | |||
Depreciation, amortization, and accretion | (1,966,000) | (2,041,000) | (5,586,000) | (6,723,000) | |||
Development Costs | (218,000) | (216,000) | (1,223,000) | (216,000) | |||
Loss on disposal of asset | 107,000 | 28,000 | |||||
Clean Earth Acquisitions Corp [Member] | |||||||
Franchise tax expense | 50,000 | 50,000 | 150,000 | 150,000 | |||
Bank fees | 390 | 7,462 | 767 | ||||
Insurance expense | 106,518 | 106,521 | 319,559 | 253,621 | |||
Dues and subscriptions | 8,766 | 5,900 | 169,314 | 62,831 | |||
Marketing and advertising expenses | 21,627 | 58,387 | 37,422 | 71,331 | |||
Legal and accounting expenses | 672,962 | 334,967 | 1,049,820 | 1,016,032 | |||
Placement services fee | 500,000 | 500,000 | |||||
Listing fee, general and administrative expenses | 18,084 | 52,971 | |||||
Income/(Loss) from operations | (877,957) | (1,056,165) | $ (2,546) | (1,786,548) | (2,054,582) | (2,578,345) | |
Other income: | |||||||
Dividend income on marketable securities held in Trust Account | 1,107,180 | 261,381 | 4,216,253 | 596,440 | 1,057,978 | ||
Realized gains on marketable securities held in Trust Account | 877,634 | 1,663,187 | 877,634 | 2,228,053 | |||
Interest income on operating account | 2 | 40 | |||||
Other income | 1,107,182 | 1,139,015 | 5,879,480 | 1,474,074 | 3,286,031 | ||
Income (loss) before provision for income taxes | 229,225 | 82,850 | (2,546) | 4,092,932 | (580,508) | 707,686 | |
Provision for income taxes | (222,009) | (228,946) | (853,922) | (278,308) | (647,731) | ||
Net income (loss) | $ 7,216 | $ (146,096) | (2,546) | $ 3,239,010 | $ (858,816) | $ 59,955 | |
Operating Expenses | |||||||
Development Costs | |||||||
Clean Earth Acquisitions Corp [Member] | Redeemable Class A Common Stock | |||||||
Other income: | |||||||
Basic weighted average shares outstanding, redeemable and non-redeemable common stock (in Shares) | 8,147,563 | 23,000,000 | 16,036,220 | 18,113,553 | 19,282,192 | ||
Basic net income (loss) per share, redeemable and non-redeemable common stock (in Dollars per share) | $ 0.07 | $ 0.01 | $ 0.23 | $ 0.58 | $ 0.6 | ||
Clean Earth Acquisitions Corp [Member] | Non-redeemable Class A and Class B Common Stock | |||||||
Franchise tax expense | $ 1,600 | $ 200,000 | |||||
Bank fees | 947 | ||||||
Insurance expense | 360,142 | ||||||
Dues and subscriptions | 203,639 | ||||||
Marketing and advertising expenses | 99,845 | ||||||
Legal and accounting expenses | 1,213,772 | ||||||
Placement services fee | $ 500,000 | ||||||
Other income: | |||||||
Basic weighted average shares outstanding, redeemable and non-redeemable common stock (in Shares) | 8,556,667 | 8,556,667 | 7,666,667 | 8,556,667 | 8,107,815 | 8,412,804 | |
Basic net income (loss) per share, redeemable and non-redeemable common stock (in Dollars per share) | $ (0.07) | $ (0.04) | $ 0 | $ (0.06) | $ (1.4) | $ (1.38) | |
Formation, general and administrative expenses | $ 946 | ||||||
Total operating expenses | $ 2,546 | 2,578,345 | |||||
Previously Reported | |||||||
Income/(Loss) from operations | (18,919,000) | (2,850,000) | |||||
Other income/(expense): | |||||||
Interest expense | (17,437,000) | (16,930,000) | |||||
Other income | 1,275,000 | 2,995,000 | |||||
Other expense | (1,059,000) | (1,630,000) | |||||
Total other expense | (17,360,000) | (15,565,000) | |||||
Net income (loss) | (36,284,000) | (18,933,000) | |||||
Net income/(loss) attributable to non-controlling interest | (484,000) | (178,000) | |||||
Other income: | |||||||
Income (loss) before provision for income taxes | (36,279,000) | (18,415,000) | |||||
Provision for income taxes | (5,000) | (518,000) | |||||
Net income (loss) | $ (35,800,000) | $ (18,755,000) | |||||
Basic weighted average shares outstanding, redeemable and non-redeemable common stock (in Shares) | 26,360,231 | 21,612,271 | |||||
Basic net income (loss) per share, redeemable and non-redeemable common stock (in Dollars per share) | $ (1.36) | $ (0.87) | |||||
Total operating expenses | $ (51,445,000) | $ (24,243,000) | |||||
Comprehensive loss: | |||||||
Net loss | (36,284,000) | (18,933,000) | |||||
Foreign currency translation adjustment | (1,200,000) | 682,000 | |||||
Comprehensive income/(loss) | (37,484,000) | (18,251,000) | |||||
Revenues | 32,526,000 | 21,393,000 | |||||
Operating Expenses: | |||||||
Fixed asset impairment loss | (4,171,000) | ||||||
Operating Expenses | |||||||
Cost of revenues | (9,224,000) | (7,165,000) | |||||
Selling, general and administrative | (11,139,000) | (7,525,000) | |||||
Depreciation, amortization, and accretion | (7,157,000) | (5,382,000) | |||||
Development Costs | (23,925,000) | ||||||
Loss on disposal of asset | $ (139,000) | $ 862,000 | |||||
Previously Reported | Clean Earth Acquisitions Corp [Member] | |||||||
Other income: | |||||||
Provision for income taxes | $ (222,209) |
Consolidated Statement of Ope_2
Consolidated Statement of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Clean Earth Acquisitions Corp [Member] | Redeemable Class A Common Stock | |||||||
Diluted weighted average shares outstanding, redeemable and non-redeemable common stock | 8,147,563 | 23,000,000 | 16,036,220 | 18,113,553 | 19,282,192 | ||
Diluted net income per share, redeemable and non-redeemable common stock | $ 0.07 | $ 0.01 | $ 0.23 | $ 0.58 | $ 0.60 | ||
Clean Earth Acquisitions Corp [Member] | Non-redeemable Class A and Class B Common Stock | |||||||
Diluted weighted average shares outstanding, redeemable and non-redeemable common stock | 8,556,667 | 8,556,667 | 7,666,667 | 8,556,667 | 8,107,815 | 8,412,804 | |
Diluted net income per share, redeemable and non-redeemable common stock | $ (0.07) | $ (0.04) | $ 0 | $ (0.06) | $ (1.40) | $ (1.38) | |
Previously Reported | |||||||
Diluted weighted average shares outstanding, redeemable and non-redeemable common stock | 26,360,231 | 21,612,271 | |||||
Diluted net income per share, redeemable and non-redeemable common stock | $ (1.36) | $ 0.87 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity/ (Deficit) (Unaudited) - USD ($) | Clean Earth Acquisitions Corp Class A Common Stock Subject to Possible Redemption Amount Common Stock | Clean Earth Acquisitions Corp Class A Common Stock | Clean Earth Acquisitions Corp Class A | Clean Earth Acquisitions Corp Class B Common Stock | Clean Earth Acquisitions Corp Paid-in Capital | Clean Earth Acquisitions Corp Accumulated Deficit | Clean Earth Acquisitions Corp | Class A Common Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Foreign Currency Translation Reserve | Total Shareholders’ Equity | Non-Controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 118,000 | $ 15,681,000 | $ (17,473,000) | $ (94,000) | $ (1,768,000) | $ (1,768,000) | |||||||||
Balance (in Shares) at Dec. 31, 2020 | 9,810,454 | ||||||||||||||
Conversion of notes | $ 3,000 | 925,000 | 928,000 | 928,000 | |||||||||||
Conversion of notes (in Shares) | 295,920 | ||||||||||||||
Unisun acquisition NCI | 162,000 | 162,000 | |||||||||||||
Sale of Class A common stock | $ 183,000 | 35,130,000 | 35,313,000 | 35,313,000 | |||||||||||
Sale of Class A common stock (in Shares) | 16,136,364 | ||||||||||||||
Issuance of share - Unisun | $ 1,000 | 151,000 | 152,000 | 152,000 | |||||||||||
Issuance of share - Unisun (in Shares) | 50,000 | ||||||||||||||
Employee stock options | 56,000 | 56,000 | 56,000 | ||||||||||||
Employee stock options (in Shares) | 43,000 | ||||||||||||||
Foreign currency translation adjustment | 682,000 | 682,000 | 682,000 | ||||||||||||
Net Loss | (18,755,000) | (18,755,000) | (178,000) | (18,933,000) | |||||||||||
Balance at Dec. 31, 2021 | $ 767 | $ 24,233 | $ (2,546) | $ 22,454 | $ 305,000 | $ 305,000 | 51,943,000 | (36,228,000) | 588,000 | 16,608,000 | (16,000) | 16,592,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 7,666,667 | 26,335,738 | 26,335,738 | ||||||||||||
Balance at May. 13, 2021 | |||||||||||||||
Balance (in Shares) at May. 13, 2021 | |||||||||||||||
Issuance of Class B common stock to Sponsor | $ 767 | 24,233 | 25,000 | ||||||||||||
Issuance of Class B common stock to Sponsor (in Shares) | 7,666,667 | ||||||||||||||
Net income (loss) | (2,546) | (2,546) | |||||||||||||
Balance at Dec. 31, 2021 | $ 767 | 24,233 | (2,546) | 22,454 | $ 305,000 | $ 305,000 | 51,943,000 | (36,228,000) | 588,000 | 16,608,000 | (16,000) | 16,592,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 7,666,667 | 26,335,738 | 26,335,738 | ||||||||||||
Issuance of Class A common stock in initial public offering | $ 192,766,854 | 23,227,765 | 23,227,765 | ||||||||||||
Issuance of Class A common stock in initial public offering (in Shares) | 23,000,000 | ||||||||||||||
Sale of private placement units | $ 89 | 8,899,911 | 8,900,000 | ||||||||||||
Sale of private placement units (in Shares) | 890,000 | ||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 39,554,524 | (32,151,909) | (7,402,615) | (39,554,524) | |||||||||||
Net income (loss) | (240,003) | (240,003) | |||||||||||||
Balance at Mar. 31, 2022 | $ 232,321,378 | $ 89 | $ 767 | (7,645,164) | (7,644,308) | ||||||||||
Balance (in Shares) at Mar. 31, 2022 | 23,000,000 | 890,000 | 7,666,667 | ||||||||||||
Balance at Dec. 31, 2021 | $ 767 | 24,233 | (2,546) | 22,454 | $ 305,000 | $ 305,000 | 51,943,000 | (36,228,000) | 588,000 | 16,608,000 | (16,000) | 16,592,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 7,666,667 | 26,335,738 | 26,335,738 | ||||||||||||
Remeasurement of Class A common stock to redemption value | (41,007,220) | ||||||||||||||
Net income (loss) | (858,816) | (4,473,000) | |||||||||||||
Issue of shares - Cloudfield | 63,000 | 63,000 | 63,000 | ||||||||||||
Issue of shares - Cloudfield (in Shares) | 30,000 | ||||||||||||||
Foreign currency translation adjustment | (3,755,000) | (3,755,000) | (3,755,000) | ||||||||||||
Net Loss | (4,473,000) | (4,473,000) | (330,000) | (4,803,000) | |||||||||||
Balance at Sep. 30, 2022 | $ 233,774,074 | $ 89 | $ 767 | (9,716,673) | (9,715,817) | $ 305,000 | 52,006,000 | (40,701,000) | (3,167,000) | 8,443,000 | (346,000) | 8,097,000 | |||
Balance (in Shares) at Sep. 30, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | |||||||||||
Balance at Dec. 31, 2021 | $ 767 | 24,233 | (2,546) | 22,454 | $ 305,000 | $ 305,000 | 51,943,000 | (36,228,000) | 588,000 | 16,608,000 | (16,000) | 16,592,000 | |||
Balance (in Shares) at Dec. 31, 2021 | 7,666,667 | 26,335,738 | 26,335,738 | ||||||||||||
Deferred underwriter fee payable forfeiture | 3,622,500 | 3,622,500 | |||||||||||||
Issuance of Class A common stock in initial public offering | $ 192,829,587 | 23,227,765 | 23,227,765 | ||||||||||||
Issuance of Class A common stock in initial public offering (in Shares) | 23,000,000 | ||||||||||||||
Sale of private placement units | $ 89 | 8,899,911 | 8,900,000 | ||||||||||||
Sale of private placement units (in Shares) | 890,000 | ||||||||||||||
Remeasurement of Class A common stock to redemption value | $ 42,756,441 | (32,151,909) | (10,604,532) | (42,756,441) | |||||||||||
Net income (loss) | 59,955 | 59,955 | |||||||||||||
Issuance of shares for services | 63,000 | 63,000 | 63,000 | ||||||||||||
Issuance of shares for services (in Shares) | 30,000 | ||||||||||||||
Foreign currency translation adjustment | (1,200,000) | (1,200,000) | (1,200,000) | ||||||||||||
Net Loss | (35,800,000) | (35,800,000) | (484,000) | (36,284,000) | |||||||||||
Balance at Dec. 31, 2022 | $ 235,586,028 | $ 89 | $ 767 | (6,924,623) | (6,923,767) | $ 305,000 | $ 305,000 | 52,006,000 | (72,028,000) | (612,000) | (20,329,000) | (500,000) | (20,829,000) | ||
Balance (in Shares) at Dec. 31, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | 26,365,738 | ||||||||||
Balance at Mar. 31, 2022 | $ 232,321,378 | $ 89 | $ 767 | (7,645,164) | (7,644,308) | ||||||||||
Balance (in Shares) at Mar. 31, 2022 | 23,000,000 | 890,000 | 7,666,667 | ||||||||||||
Remeasurement of Class A common stock to redemption value | $ 313,681 | (313,681) | (313,681) | ||||||||||||
Net income (loss) | (472,717) | (472,717) | |||||||||||||
Balance at Jun. 30, 2022 | $ 232,635,059 | $ 89 | $ 767 | (8,431,562) | (8,430,706) | $ 305,000 | 52,006,000 | (40,270,000) | (968,000) | 11,073,000 | (311,000) | 10,762,000 | |||
Balance (in Shares) at Jun. 30, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 1,139,015 | (1,139,015) | (1,139,015) | ||||||||||||
Net income (loss) | (146,096) | (146,096) | (431,000) | ||||||||||||
Foreign currency translation adjustment | (2,199,000) | (2,199,000) | (2,199,000) | ||||||||||||
Net Loss | (431,000) | (431,000) | (35,000) | (466,000) | |||||||||||
Balance at Sep. 30, 2022 | $ 233,774,074 | $ 89 | $ 767 | (9,716,673) | (9,715,817) | $ 305,000 | 52,006,000 | (40,701,000) | (3,167,000) | 8,443,000 | (346,000) | 8,097,000 | |||
Balance (in Shares) at Sep. 30, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | |||||||||||
Balance at Dec. 31, 2022 | $ 235,586,028 | $ 89 | $ 767 | (6,924,623) | (6,923,767) | $ 305,000 | $ 305,000 | 52,006,000 | (72,028,000) | (612,000) | (20,329,000) | (500,000) | (20,829,000) | ||
Balance (in Shares) at Dec. 31, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | 26,365,738 | ||||||||||
Remeasurement of Class A common stock to redemption value | $ 2,409,648 | (2,409,648) | (2,409,648) | ||||||||||||
Net income (loss) | 1,873,417 | 1,873,417 | |||||||||||||
Balance at Mar. 31, 2023 | $ 237,995,676 | $ 89 | $ 767 | (7,460,854) | (7,459,998) | ||||||||||
Balance (in Shares) at Mar. 31, 2023 | 23,000,000 | 890,000 | 7,666,667 | ||||||||||||
Balance at Dec. 31, 2022 | $ 235,586,028 | $ 89 | $ 767 | (6,924,623) | (6,923,767) | $ 305,000 | $ 305,000 | 52,006,000 | (72,028,000) | (612,000) | (20,329,000) | (500,000) | (20,829,000) | ||
Balance (in Shares) at Dec. 31, 2022 | 23,000,000 | 890,000 | 7,666,667 | 26,365,738 | 26,365,738 | ||||||||||
Redemption of Class A common stock (in Shares) | 14,852,437 | ||||||||||||||
Remeasurement of Class A common stock to redemption value | (4,604,390) | ||||||||||||||
Net income (loss) | 3,239,010 | (26,112,000) | |||||||||||||
Foreign currency translation adjustment | 586,000 | 586,000 | 586,000 | ||||||||||||
Net Loss | (26,112,000) | (26,112,000) | (660,000) | (26,772,000) | |||||||||||
Balance at Sep. 30, 2023 | $ 86,038,091 | $ 89 | $ 767 | (4,667,503) | (4,666,647) | $ 305,000 | 52,006,000 | (98,140,000) | (26,000) | (45,855,000) | (1,160,000) | (47,015,000) | |||
Balance (in Shares) at Sep. 30, 2023 | 8,147,563 | 890,000 | 7,666,667 | 26,365,738 | |||||||||||
Balance at Mar. 31, 2023 | $ 237,995,676 | $ 89 | $ 767 | (7,460,854) | (7,459,998) | ||||||||||
Balance (in Shares) at Mar. 31, 2023 | 23,000,000 | 890,000 | 7,666,667 | ||||||||||||
Redemption of Class A common stock | $ (154,152,327) | ||||||||||||||
Redemption of Class A common stock (in Shares) | (14,852,437) | ||||||||||||||
Deferred underwriter fee payable forfeiture | 3,622,500 | 3,622,500 | |||||||||||||
Remeasurement of Class A common stock to redemption value | 1,097,561 | (1,097,561) | (1,097,561) | ||||||||||||
Net income (loss) | 1,358,377 | 1,358,377 | |||||||||||||
Balance at Jun. 30, 2023 | $ 84,940,910 | $ 89 | $ 767 | (3,577,538) | (3,576,682) | $ 305,000 | 52,006,000 | (82,207,000) | 2,220,000 | (27,676,000) | (745,000) | (28,421,000) | |||
Balance (in Shares) at Jun. 30, 2023 | 8,147,563 | 890,000 | 7,666,667 | 26,365,738 | |||||||||||
Remeasurement of Class A common stock to redemption value | $ 1,097,181 | (1,097,181) | (1,097,181) | ||||||||||||
Net income (loss) | 7,216 | 7,216 | (15,933,000) | ||||||||||||
Foreign currency translation adjustment | (2,246,000) | (2,246,000) | (2,246,000) | ||||||||||||
Net Loss | (15,933,000) | (15,933,000) | (415,000) | (16,348,000) | |||||||||||
Balance at Sep. 30, 2023 | $ 86,038,091 | $ 89 | $ 767 | $ (4,667,503) | $ (4,666,647) | $ 305,000 | $ 52,006,000 | $ (98,140,000) | $ (26,000) | $ (45,855,000) | $ (1,160,000) | $ (47,015,000) | |||
Balance (in Shares) at Sep. 30, 2023 | 8,147,563 | 890,000 | 7,666,667 | 26,365,738 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||||||
Net income/(loss) | $ (15,933,000) | $ (431,000) | $ (26,112,000) | $ (4,473,000) | |||
Depreciation, amortization and accretion | 5,586,000 | 6,723,000 | |||||
Non-cash right of use asset amortization | 309,000 | 251,000 | |||||
Amortization of debt discount | 3,409,000 | 3,188,000 | |||||
(Gain)/Loss on Disposal of assets | (107,000) | (28,000) | |||||
Fixed asset impairment loss | (28,000) | $ 79,000 | |||||
Impairment of assets | (28,000) | 79,000 | |||||
Solis bond waiver fee | 11,113,000 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable and other short-term receivables | (355,000) | (861,000) | |||||
Prepaid expenses and other assets | (462,000) | (2,859,000) | |||||
Accounts payable and accrued liabilities | 8,459,000 | 5,206,000 | |||||
Operating lease liabilities | (594,000) | (936,000) | |||||
Net Cash provided by Operating Activities | 693,000 | 5,881,000 | |||||
Cash Flows from Investing Activities: | |||||||
Capital expenditures | (5,196,000) | (2,632,000) | |||||
Payments to acquire renewable energy facilities from third parties, net of cash acquired | (2,524,000) | (17,356,000) | |||||
Cash paid for development of assets | (1,688,000) | (16,085,000) | |||||
Net cash used in investing activities | (9,408,000) | (36,073,000) | |||||
Cash Flows from Financing Activities: | |||||||
Payments of debt principal, senior debt | (1,792,000) | (2,586,000) | |||||
Proceeds from debt, senior debt | 9,863,000 | 26,516,000 | |||||
Net cash provided by financing activities | 8,071,000 | 23,930,000 | |||||
Effect of exchange rate on cash | (28,000) | (2,187,000) | |||||
Net decrease in cash, cash equivalents and restricted cash | (672,000) | (8,449,000) | |||||
Cash Reconciliation | |||||||
Cash and cash equivalents | 3,886,000 | 12,381,000 | $ 18,027,000 | 3,886,000 | 12,381,000 | 2,987,000 | $ 18,027,000 |
Restricted cash | 5,027,000 | 5,750,000 | 8,554,000 | 5,027,000 | 5,750,000 | 6,598,000 | 8,554,000 |
Cash paid during the period for: | |||||||
Interest | 10,537,000 | 6,757,000 | |||||
Taxes | |||||||
Non-cash investing and financing transaction | |||||||
Cash, cash equivalents, and restricted cash beginning of the year | 9,585,000 | 26,580,000 | 26,580,000 | ||||
Cash, cash equivalents, and restricted cash end of the year | 8,913,000 | 18,131,000 | 26,580,000 | 8,913,000 | 18,131,000 | 9,585,000 | 26,580,000 |
Non-Cash Investing and Financing Activities: | |||||||
Net income/(loss) | (16,348,000) | (466,000) | (26,772,000) | (4,803,000) | (36,284,000) | (18,933,000) | |
Clean Earth Acquisitions Corp | |||||||
Cash Flows from Operating Activities: | |||||||
Net income/(loss) | 7,216 | (146,096) | (2,546) | 3,239,010 | (858,816) | 59,955 | |
Dividend income | (596,440) | ||||||
Realized gains on marketable securities held in Trust Account | (877,634) | (1,663,187) | (877,634) | (2,228,053) | |||
Gain on extinguishment of liabilities | (4,000) | (4,000) | |||||
Payment of related party costs | (189) | ||||||
Formation costs | 877 | ||||||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | 39,138 | (393,588) | (298,172) | ||||
Accounts payable | 123,348 | 17,171 | 47,919 | ||||
Accrued expenses | 1,600 | 75,286 | 504,108 | 2,033,691 | |||
Income and franchise taxes payable | (818,116) | 428,308 | |||||
Accrued legal expenses | 419,738 | 515,356 | |||||
Other receivables | 7,462 | (19,189) | (7,462) | ||||
Net Cash provided by Operating Activities | (258) | 1,422,679 | (1,284,724) | (396,122) | |||
Cash Flows from Investing Activities: | |||||||
Proceeds from marketable securities held in Trust Account | 629,455,679 | 233,355,939 | |||||
Purchase of marketable securities held in Trust Account | (474,775,971) | (233,355,939) | |||||
Dividends reinvested in marketable securities held in Trust Account | (3,629,603) | ||||||
Investment of cash in Trust Account | (232,300,000) | (232,300,000) | |||||
Contributions to Trust Account | 161,019 | ||||||
Initial investment of money market funds in Trust Account | (232,300,000) | (232,300,000) | |||||
Redemption of money market funds | 232,896,440 | ||||||
Purchases of treasury securities | (466,121,947) | ||||||
Redemptions of treasury securities | 468,350,000 | ||||||
Purchases of money market funds | (236,182,468) | ||||||
Net cash used in investing activities | 151,211,124 | (232,300,000) | (233,357,975) | ||||
Cash Flows from Financing Activities: | |||||||
Payment of Class A common stock redemptions | (154,152,327) | ||||||
Proceeds from promissory note – related party | 125,000 | 897,330 | 450,000 | 906,170 | |||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | ||||||
Proceeds from issuance of units | 230,000,000 | 230,000,000 | |||||
Proceeds from sale of private placement units | 8,900,000 | 8,900,000 | |||||
Payment of underwriting fee | (4,600,000) | ||||||
Payment of underwriting discount | (4,600,000) | ||||||
Payment of promissory note – related party | (225,000) | (225,000) | |||||
Proceeds from related party receivable | 189 | 189 | |||||
Payment of deferred offering costs | (115,830) | (628,714) | (630,714) | ||||
Proceeds from issuance of Class A common stock | (25,000) | ||||||
Net cash provided by financing activities | 34,170 | (153,254,997) | 233,896,475 | 234,350,645 | |||
Cash Reconciliation | |||||||
Cash and cash equivalents | 9,266 | 33,912 | 9,266 | 630,460 | 33,912 | ||
Non-cash investing and financing transaction | |||||||
Net Change in Cash | 33,912 | (621,194) | 311,751 | 596,548 | |||
Cash, cash equivalents, and restricted cash beginning of the year | 630,460 | 33,912 | 33,912 | ||||
Cash, cash equivalents, and restricted cash end of the year | 9,266 | 345,663 | 33,912 | 9,266 | 345,663 | 630,460 | 33,912 |
Non-Cash Investing and Financing Activities: | |||||||
Remeasurement of Class A common stock subject to possible redemption | 4,604,390 | 41,007,220 | 42,756,441 | ||||
Deferred underwriter fee payable | $ 8,050,000 | 8,050,000 | 8,050,000 | ||||
Waiver of deferred underwriter fee payable | 3,622,500 | ||||||
Deferred offering costs included in accrued offering costs | 588,126 | 23,588 | 21,588 | ||||
Forfeiture of deferred underwriter fee payable | 3,622,500 | ||||||
Cash paid for taxes | 1,855,000 | 1,252 | |||||
Previously Reported | |||||||
Cash Flows from Operating Activities: | |||||||
Net income/(loss) | (35,800,000) | (18,755,000) | |||||
Depreciation, amortization and accretion | 7,157,000 | 5,382,000 | |||||
Non-cash right of use asset amortization | 876,000 | ||||||
Amortization of debt discount | 4,394,000 | 4,241,000 | |||||
(Gain)/Loss on Disposal of assets | 139,000 | (862,000) | |||||
Intercompany write offs | (53,000) | ||||||
Stock compensation costs, directors and officers | 63,000 | 419,000 | |||||
Fixed asset impairment loss | 4,171,000 | ||||||
Impairment of assets | 4,171,000 | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable and other short-term receivables | 531,000 | (11,656,000) | |||||
Prepaid expenses and other assets | (1,597,000) | 1,856,000 | |||||
Accounts payable and accrued liabilities | 7,805,000 | 7,111,000 | |||||
Operating lease liabilities | (932,000) | ||||||
Net Cash provided by Operating Activities | (17,848,000) | (8,324,000) | |||||
Cash Flows from Investing Activities: | |||||||
Capital expenditures | (7,448,000) | (10,754,000) | |||||
Payments to acquire renewable energy facilities from third parties, net of cash acquired | (12,204,000) | (116,333,000) | |||||
Cash paid for development of assets | (3,979,000) | ||||||
Acquisition of subsidiary | (396,000) | ||||||
Net cash used in investing activities | (23,631,000) | (127,483,000) | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of Class B common stock to Sponsor | (35,312,000) | ||||||
Proceeds from issuance of Class A common stock | 35,312,000 | ||||||
Payments of debt principal, senior debt | (4,123,000) | (41,827,000) | |||||
Proceeds from debt, senior debt | 31,107,000 | 168,757,000 | |||||
Payments on capital leases – principal | (1,010,000) | ||||||
Net cash provided by financing activities | 26,984,000 | 161,232,000 | |||||
Effect of exchange rate on cash | (2,501,000) | (592,000) | |||||
Net decrease in cash, cash equivalents and restricted cash | (16,996,000) | 24,833,000 | |||||
Cash Reconciliation | |||||||
Cash and cash equivalents | 18,027,000 | 2,987,000 | 18,027,000 | ||||
Restricted cash | 8,554,000 | 6,598,000 | 8,554,000 | ||||
Cash paid during the period for: | |||||||
Interest | 6,265,000 | 11,147,000 | |||||
Taxes | 817,000 | ||||||
Non-cash investing and financing transaction | |||||||
Conversion of debt to equity | 1,133,000 | ||||||
Cash, cash equivalents, and restricted cash beginning of the year | $ 9,585,000 | $ 26,581,000 | 26,581,000 | 1,748,000 | |||
Cash, cash equivalents, and restricted cash end of the year | $ 26,581,000 | 9,585,000 | 26,581,000 | ||||
Non-Cash Investing and Financing Activities: | |||||||
Net income/(loss) | $ (36,284,000) | $ (18,933,000) |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Line Items] | ||
Description of Organization and Business Operations | 1. Organization and Formation Alternus Energy Group Plc (“We”, “ALTN” or the “Company” and together with its consolidated subsidiaries, the “Group”) was incorporated in Dublin, Ireland on January 31, 2019 under the name Alternus Energy International Limited. On October 20, 2020 the Company re-registered as a Plc and changed its name to Alternus Energy Group Public Limited Company. The Company is a former subsidiary of the previous parent company of the Group, Alternus Energy Inc. On December 2, 2020, the Group completed the last step of a reorganization, which resulted in the Company becoming the parent company of the Group (the “Reorganization”). The Reorganization included the following main steps: ● Alternus Energy International Ltd registered as an Irish Plc and changed its name to Alternus Energy Group Plc (previously defined as the “Company”); ● The Company incorporated Solis Bond Company, a Designated Activity Company (“Solis Bond Company DAC”); ● Alternus Energy Inc. (US) merged with and became a subsidiary of Altam Inc., a U.S.-based entity; ● Alternus Energy Inc. spun out Alternus Energy Plc to the existing shareholders of Altam Inc. in a 1:1.5 share dividend transaction; and ● In a 1:4.5 share exchange transaction, Altam Inc. shareholders exchanged their shares for a pro-rata number of shares of Alternus Energy Group Plc, thus becoming a subsidiary of the Alternus Energy Group Plc as it became the surviving parent company. The impact of the Reorganization has been retroactively reflected in the Company’s financial statements as of the earliest period presented and is utilized for calculating earnings per share in all periods presented. Consolidated subsidiaries as of September 30, 2023 and December 31, 2022 are as follows: Solis Bond Company Designated Activity Company (DAC) In October 2020, a new wholly owned subsidiary, Solis Bond Company DAC, was incorporated in Ireland to issue a series of bonds and hold the Group’s European operating companies that are financed through those bonds. The SPV was incorporated with the purpose of facilities management and bond issuance for the Group. During the quarter ended March 31, 2021, Solis refinanced its Italian, Netherlands, and Romanian operating companies: PC-Italia-02 SpA, CTS Power 2 S.R.L., CIC Rooftop 2 S.R.L., SPV White One S.R.L., CIC RT Treviso S.R.L., Zonnepark Rilland B.V., FRAN Energy Investments S.R.L., and Power Clouds S.R.L. Also, during the quarter ended March 31, 2021, Solis acquired 100% of the share capital of the following Romanian companies: Ecosfer Energy S.R.L., Lucas EST S.R.L. During the quarter ended March 31, 2021, Solis acquired 100% of the share capital of another Italian company, Solarpark Serre 1 S.R.L. Subsequently, in April 2021, Solis acquired 100% of the share capital of another Romanian company, LJG Green Source Energy Beta S.R.L. In May 2021, Solis refinanced another Italian subsidiary, Sant“Angelo Energia S.R.L. and in June of 2021, Solis acquired 100% of the share capital of the following Italian companies: KKSOL S.R.L., Petriolo Fotovoltaica S.R.L., MABI S.R.L. and BIMA S.R.L. In August of 2021, Solis acquired 100% of the share capital of a Polish company, Solarpark Samas Sp. Z.O.O. In March of 2022, Solis acquired 3 additional Polish companies: RAO1 Sp. Z.o.o., Gardno Sp. Z.O.O. and Gardno 2 Sp. Z.O.O. In December 2021, Solis acquired 100% of the share capital of two additional Polish companies Elektrownia PV Komorowo Sp. Z.O.O and PV Zachod Sp. Z.O.O. PC-Italia-03 S.R.L. In July 2020, a new wholly owned subsidiary in Italy, PC-Italia-03 S.R.L., was incorporated. This company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. During the quarter ended March 31, 2021, this company completed the acquisition of 100% of the share capital of two Italian SPVs, KKSOL S.r.l. and Petriolo Fotovoltaica S.R.L. During the quarter ended June 30, 2021, this company completed the acquisition of 100% of the share capital of two Italian SPVs, MABI S.r.l. and BIMA S.r.l. During the six-months ended June 30, 2021 the 4 SPVs owned by PC-Italia-03 were transferred to Solis Bond Company DAC as part of Solis’s bond financing. In July and August 2021, PC-03 acquired 100% of the shares of 2 Italian entities Risore Solari 1 S.R.L and Risore Solari III S.R.L respectively, with the purpose of developing solar parks. As of December 2022, PC-Italia-03 S.R.L. is held directly by AEG MH 02 Limited, which owns all of our entities used for the development of solar parks (more details of AEG MH 02 are described below). AEG MH 02 Limited In March 2022, AEG MH 02 Limited was incorporated. This company was incorporated to own, finance and support our development assets and entities, as follows: .AED Italia-01 S.R.L., AED Italia-02 S.R.L.; AED Italia-03 S.R.L.; AED Italia-04 S.R.L.; AED Italia-05 S.R.L.; AED Italia-06 S.R.L.; AED Italia-07 S.R.L.; AED Italia-08 S.R.L.; PC-Italia-01 S.R.L., PC-Italia-03 S.R.L., PC-Italia-04 S.R.L., Risorse Solari I S.R.L., Risorse Solaris III, S.R.L., Altnua Limited, Alt Spain Holdco S.L.U., Alternus Iberia S.L. and indirectly owns Alt Spain 02 S.L.U, Alt Spain 03 S.L.U., Alt Spain 04 S.L.U., and NF Projects S.L. Unisun Energy Holding B.V In April 2021, Alternus Energy Group acquired 60% of the share capital in Unisun Energy Holding B.V. (Unisun), a Netherlands based developer, engineering, procurement and construction (EPC) and operations and maintenance (O&M) service provider of renewable energy solutions across Europe. Unisun owns 100% of the following special purpose vehicles and other holding and operating companies in the Netherlands: Unisun Energy B.V., UPER Energy Europe B.V., Unisun Energy Poland Investment B.V. and Blue Sky Energy I B.V. Alternus Energy Americas Inc. In May 2021, a new wholly owned subsidiary in the U.S. was incorporated, named Alternus Energy Americas Inc. (AEA). This company was incorporated to support the finance and legal functions for the group. AEA also owns 100% of the following special purpose vehicles and other holding and operating companies in the United States: ALT US 01 LLC, ALT US 02 LLC, ALT US 03 LLC, ALT US 04 LLC, and ALT Alliance LLC, and indirectly owns Lightwave Renewables, LLC, Walking Horse Solar, LLC, and Dancing Horse, LLC. Altnor AS In August 2021, a new wholly owned holding company in Norway was incorporated. Altnor was dissolved in November 2022. AEG MH 01 Limited In March 2022, a new wholly owned subsidiary in Ireland was incorporated to support EPC for the group. AEG MH 01 Limited owns the following other holding companies which were incorporated to facilitate the use of the Deutsche Bank Facility: AEG MH 03 Limited, AEG JD 01 Limited and ALT POL HC 01 Sp. Z.o.o. GHFG Limited In September 2021, a new subsidiary in Ireland was incorporated, and is 55% owned by AEG. Alternus Fundco Limited In December 2022, a new wholly owned subsidiary in Ireland was incorporated to support the Group’s finance and legal functions. ALTERNUS LUX 01 S.A.R.L. In October 2022, a new wholly owned holding company in Luxembourg was incorporated to support the finance and legal functions of the group. ALTERNUS LUX 01 S.A.R.L. also owns AEG JD 03 Limited, ALT GR 01, AEG MH 01 Limited and AEG MH 02 Limited, and all of those entities’ subsidiaries as well, as described above. In summary, Alternus Energy Group Plc is a holding company that operates through the following eighty-two operating subsidiaries as of September 30, 2023. Subsidiary Principal Date Acquired / ALTN Ownership Country of Power Clouds S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania F.R.A.N. Energy Investment S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania PC-Italia-01 S.r.l. Sub-Holding SPV 15 May 2015 AEG MH 02 Limited Italy AE Europe B.V. Holding Company 18 August 2016 Altam Inc. Netherlands PC-Italia-02 S.p.a. SPV 2 September 2016 Solis Bond Company DAC Italy Sant’Angelo Energia S.r.l. SPV 19 May 2021 Solis Bond Company DAC Italy PCG_HoldCo GmbH Holding Company 6 July 2018 Altam Inc. Germany PCG_GP UG General Partner (Management Company) 30 August 2018 PCG_HoldCo GmbH Germany PSM 20 UG SPV 14 November 2018 PCG_HoldCo GmbH Germany ALTN HoldCo UG SPV 14 December 2018 PCG_HoldCo GmbH Germany GRT 1.1 GmbH & Co KG SPV 21 December 2018 PCG_HoldCo GmbH Germany PSM 40 UG SPV 28 December 2018 PCG_HoldCo GmbH Germany CIC Rooftop 2 S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy CIC RT Treviso S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy SPV White One S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy CTS Power 2 S.r.l. SPV 30 April 2019 Solis Bond Company DAC Italy Zonnepark Rilland B.V. SPV 20 December 2019 Solis Bond Company DAC Netherlands Unisun Energy Holding B.V. Holding Company 28 May 2020 Alternus Energy Group Plc Netherlands PC-Italia-03 S.r.l. SPV 1 July 2020 AEG MH 02 Limited Italy PC-Italia-04 S.r.l. SPV 15 July 2020 AEG MH 02 Limited Italy Altam Inc. Holding Company 1 October 2020 Alternus Energy Group Plc USA Solis Bond Company DAC Holding Company 16 October 2020 AEG JD 03 Limited Ireland ALT US 03, LLC LLC Acquired 15 December 2020 ALT US 03 LLC USA KKSOL S.r.l. SPV February 2021 Solis Bond Company DAC Italy Petriolo Fotovoltaica S.r.l. SPV March 2021 Solis Bond Company DAC Italy Solarpark Serre 1 S.r.l. SPV March 2021 Solis Bond Company DAC Italy Unisun Energy B.V. SPV April 2021 Unisun Energy Holding B.V. Netherlands UPER Energy Europe B.V. Services Company April 2021 Unisun Energy Holding B.V. Netherlands Unisun Energy Poland Investment B.V. SPV April 2021 Unisun Energy Holding B.V. Netherlands Blue Sky Energy I B.V. SPV April 2021 AEG JD 02 Limited Netherlands BI.MA. S.r.l. SPV March 2021 Solis Bond Company DAC Italy MABI S.r.l. SPV June 2021 Solis Bond Company DAC Italy Alternus Energy Americas Inc. Holding Company 10 May 2021 Alternus Energy Group Pl USA LJG Green Source Energy Beta S.r.l SPV 29 July 2021 Solis Bond Company DAC Romania Ecosfer Energy S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Lucas EST S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Risorse Solari I S.r.l. SPV 28 September 2019 AEG MH 02 Limited Italy Risorse Solari III S.r.l. SPV 3 August 2021 AEG MH 02 Limited Italy Alternus Iberia S.L. SPV 4 August 2021 AEG MH 02 Limited Spain Altnua Limited Services Company 11 August 2021 AEG MH 02 Limited Ireland Solarpark Samas Sp. z o.o. SPV 31 August 2021 Solis Bond Company DAC Poland GHFG Limited Holding Company 14 September 2021 Alternus Energy Group plc Ireland AEG JD 02 Limited Holding Company 30 September 2021 Alternus Energy Group plc Ireland AED Italia-01 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-02 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-03 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-04 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-05 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy ALT US 01 LLC SPV 6 December 2021 Alternus Energy Americas Inc. USA Elektrownia PV Komorowo Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland PV Zachod Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland UPER Energy Romania S.r.l. SPV 28 February 2022 Uper Energy Europe B.V. Romania ALT POL HC 01 Sp. z o.o. SPV 8 March 2022 AEG JD 01 Limited Poland AEG MH 01 Limited Holding Company 8 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 02 Limited Holding Company 8 March 2022 AEG JD 03 Limited Ireland ALT US 02 LLC Holding Company 8 March 2022 Alternus Energy Americas Inc. USA AEG JD 01 Limited Holding Company 16 March 2022 AEG MH 03 Limited Ireland AEG JD 03 Limited Holding Company 21 March 2022 Alternus Lux 01 S.a.r.l. Ireland RA01 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno2 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland ALT US 03 LLC SPV 4 May 2022 Alternus Energy Americas Inc. USA Alt Spain 03, S.L.U. SPV 31 May 2022 Alt Spain Holdco S.L. Spain AEG MH 03 Limited Holding Company 10 June 2022 AEG MH 01 Limited Ireland UPER Energy Italia S.r.l. SPV 27 June 2022 Uper Energy Europe B.V. Italy Lightwave Renewables, LLC SPV Acquired 29 June 2022 ALT US 02 LLC USA Alt Spain Holdco, S.L.U. (NF Projects S.L) Holding Company Acquired 14 July 2022 AEG MH 02 Limited Spain Alt Spain 02, S.L.U. SPV 14 July 2022 Alt Spain Holdco, S.L.U. Spain AED Italia-06 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-07 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-08 S.r.l. SPV 5 August 2022 AEG MH 02 Limited Italy UPER Energy Poland Sp. z o.o. SPV 18 August 2022 Uper Energy Europe B.V. Poland ALT US 04 LLC Holding Company 14 September 2022 Alternus Energy Americas Inc. USA Alt GR 01 Holding Company 5 October 2022 Alternus Lux 01 S.a.r.l. Greece Alternus LUX 01 S.a.r.l. Holding Company 5 October 2022 Alternus Energy Group Plc Luxembourg Alternus FundCo Limited Funding Company 7 December 2022 Alternus Energy Group plc Ireland ALT POL HC 02 Sp. z o.o. Holding Company 20 January 2023 Alternus Lux 01 S.a.r.l. Poland Alt Spain 04, S.L.U. SPV May 2022 Alt Spain Holdco, S.L.U. Spain Alt Alliance LLC Holding Company September 2023 Alternus Energy Amercias Inc. USA ALT US 05 LLC Holding Company September 2023 Alternus Energy Americas Inc. USA * Non-controlling interest is not material | 1. Organization and Formation Alternus Energy Group Plc (“We”, “ALTN” or the “Company” and together with its consolidated subsidiaries, the “Group”) was incorporated in Dublin, Ireland on January 31, 2019 under the name Alternus Energy International Limited. On October 20, 2020 the Company re-registered as a Plc and changed its name to Alternus Energy Group Public Limited Company. The Company is a former subsidiary of the previous parent company of the Group, Alternus Energy Inc. On December 2, 2020, the Group completed the last step of a reorganization, which resulted in the Company becoming the parent company of the Group (the “Reorganization”). The Reorganization included the following main steps: ● Alternus Energy International Ltd registered as an Irish Plc and changed its name to Alternus Energy Group Plc (previously defined as the “Company”); ● The Company incorporated Solis Bond Company, a Designated Activity Company (“Solis Bond Company DAC”); ● Alternus Energy Inc. (US) merged with and became a subsidiary of Altam Inc., a U.S.-based entity; ● Alternus Energy Inc. spun out Alternus Energy Plc to the existing shareholders of Altam Inc. in a 1:1.5 share dividend transaction; and ● In a 1:4.5 share exchange transaction, Altam Inc. shareholders exchanged their shares for a pro-rata number of shares of Alternus Energy Group Plc, thus becoming a subsidiary of the Alternus Energy Group Plc as it became the surviving parent company. The impact of the Reorganization has been retroactively reflected in the Company’s financial statements as of the earliest period presented and is utilized for calculating earnings per share in all periods presented. Consolidated subsidiaries as of December 31, 2022 are as follows: Solis Bond Company Designated Activity Company (DAC) In October 2020, a new wholly owned subsidiary, Solis Bond Company DAC, was incorporated in Ireland to issue a series of bonds and hold the Group’s European operating companies that are financed through those bonds. The SPV was incorporated with the purpose of facilities management and bond issuance for the Group. During the quarter ended March 31, 2021, Solis refinanced its Italian, Netherlands, and Romanian operating companies: PC-Italia-02 SpA, CTS Power 2 S.R.L., CIC Rooftop 2 S.R.L., SPV White One S.R.L., CIC RT Treviso S.R.L., Zonnepark Rilland B.V., FRAN Energy Investments S.R.L., and Power Clouds S.R.L. Also, during the quarter ended March 31, 2021, Solis acquired 100% of the share capital of the following Romanian companies: Ecosfer Energy S.R.L., Lucas EST S.R.L. During the quarter ended March 31, 2021, Solis acquired 100% of the share capital of another Italian company, Solarpark Serre 1 S.R.L. Subsequently, in April 2021, Solis acquired 100% of the share capital of another Romanian company, LJG Green Source Energy Beta S.R.L. In May 2021, Solis refinanced another Italian subsidiary, Sant”Angelo Energia S.R.L. and in June of 2021, Solis acquired 100% of the share capital of the following Italian companies: KKSOL S.R.L., Petriolo Fotovoltaica S.R.L., MABI S.R.L. and BIMA S.R.L. In August of 2021, Solis acquired 100% of the share capital of a Polish company, Solarpark Samas Sp. Z.O.O. In March of 2022, Solis acquired 3 additional Polish companies: RAO1 Sp. Z.o.o., Gardno Sp. Z.O.O. and Gardno 2 Sp. Z.O.O. In December 2021, Solis acquired 100% of the share capital of two additional Polish companies Elektrownia PV Komorowo Sp. Z.O.O and PV Zachod Sp. Z.O.O. PC-Italia-03 S.R.L. In July 2020, a new wholly owned subsidiary in Italy, PC-Italia-03 S.R.L., was incorporated. This company was incorporated to acquire Italian special purpose vehicles, power plants and/or other assets located in Italy. During the quarter ended March 31, 2021, this company completed the acquisition of 100% of the share capital of two Italian SPVs, KKSOL S.r.l. and Petriolo Fotovoltaica S.R.L. During the quarter ended June 30, 2021, this company completed the acquisition of 100% of the share capital of two Italian SPVs, MABI S.r.l. and BIMA S.r.l. During the six months ended June 30, 2021 the 4 SPVs owned by PC-Italia-03 were transferred to Solis Bond Company DAC as part of Solis’s bond financing. In July and August 2021, PC-03 acquired 100% of the shares of 2 Italian entities Risore Solari 1 S.R.L and Risore Solari III S.R.L respectively, with the purpose of developing solar parks. As of December 2022, PC-Italia-03 S.R.L. is held directly by AEG MH 02 Limited, which owns all of our entities used for the development of solar parks (more details of AEG MH 02 are described below). AEG MH 02 Limited In March 2022, AEG MH 02 Limited was incorporated. This company was incorporated to own, finance and support our development assets and entities, as follows: .AED Italia-01 S.R.L., AED Italia-02 S.R.L.; AED Italia-03 S.R.L.; AED Italia-04 S.R.L.; AED Italia-05 S.R.L.; AED Italia-06 S.R.L.; AED Italia-07 S.R.L.; AED Italia-08 S.R.L.; PC-Italia-01 S.R.L., PC-Italia-03 S.R.L., PC-Italia-04 S.R.L., Risorse Solari I S.R.L., Risorse Solaris III, S.R.L., Altnua Limited, Alt Spain Holdco S.L.U., Alternus Iberia S.L. and indirectly owns Alt Spain 02 S.L.U, Alt Spain 03 S.L.U. and Alt Spain 04 S.L.U. Unisun Energy Holding B.V In April 2021, Alternus Energy Group acquired 60% of the share capital in Unisun Energy Holding B.V. (Unisun), a Netherlands based developer, engineering, procurement and construction (EPC) and operations and maintenance (O&M) service provider of renewable energy solutions across Europe. Unisun owns 100% of the following special purpose vehicles and other holding and operating companies in the Netherlands: Unisun Energy B.V., UPER Energy Europe B.V., Unisun Energy Poland Investment B.V. and Blue Sky Energy I B.V. Alternus Energy Americas Inc. In May 2021, a new wholly owned subsidiary in the U.S. was incorporated, named Alternus Energy Americas Inc. (AEA). This company was incorporated to support the finance and legal functions for the group. AEA also owns 100% of the following special purpose vehicles and other holding and operating companies in the United States: ALT US 01 LLC, ALT US 02 LLC, ALT US 03 LLC and ALT US 04 LLC and indirectly owns Lightwave Renewables, LLC and Walking Horse Solar, LLC. Altnor AS In August 2021, a new wholly owned holding company in Norway was incorporated. Altnor was dissolved in November 2022. AEG MH 01 Limited In March 2022, a new wholly owned subsidiary in Ireland was incorporated to support EPC for the group. AEG MH 01 Limited owns the following other holding companies which were incorporated to facilitate the use of the Deutsche Bank Facility: AEG MH 03 Limited, AEG JD 01 Limited and ALT POL HC 01 Sp. Z.o.o. GHFG Limited In September 2021, a new subsidiary in Ireland was incorporated, and is 55% owned by AEG. Alternus Fundco Limited In December 2022, a new wholly owned subsidiary in Ireland was incorporated to support the Group’s finance and legal functions. ALTERNUS LUX 01 S.A.R.L. In October 2022, a new wholly owned holding company in Luxembourg was incorporated to support the finance and legal functions of the group. ALTERNUS LUX 01 S.A.R.L. also owns AEG JD 03 Limited, ALT GR 01, AEG MH 01 Limited and AEG MH 02 Limited, and all of those entities’ subsidiaries as well, as described above In summary, Alternus Energy Group Plc is a holding company that operates through the following eighty operating subsidiaries as of December 31, 2022: Subsidiary Principal Activity Date Acquired / Established ALTN Ownership Country of Operation PCG_HoldCo GmbH Holding Company July 2018 100% (via Altam) Germany PCG_GP UG General Partner (Management Company) August 2018 100% (via PCG_HoldCo ) Germany PSM 20 GmbH & Co KG SPV November 2018 100% (via PCG_HoldCo) Germany PSM 40 GmbH & Co KG SPV December 2018 100% (via PCG_HoldCo) Germany GRT 1.1 GmbH & Co KG SPV December 2018 100% (via PCG_HoldCo) Germany GRK 17.2 GmbH & Co KG SPV November 2018 (Dissolved) 100% (via PCG_HoldCo) Germany ALTN HoldCo UG SPV December 2018 100% (via PCG Germany Solis Bond Company DAC Holding Company October, 2020 100% (via AEG) Ireland Altnua Limited (f/k/a/ Alternus Energy Services Company August 2021 100% (via AEG Ireland GHFG Limited Holding Company September 2021 55% (via AEG) Ireland AEG JD 01 Limited Junior Debt Holding Company March 2022 100% (via AEG Ireland AEG JD 03 Limited Junior Debt Holding Company March 2022 100% (via Ireland AEG MH 01 Limited Holding Company March 2022 100% (via Ireland AEG MH 02 Limited Holding Company March 2022 100% (via Ireland AEG MH 03 Limited Holding Company June 2022 100% (via AEG Ireland AEG JD 02 Limited (f/k/a/ Alternus Energy Construction Holding Limited AECHL) Holding Company September 2021 100% (via AEG) Ireland Alternus Fundco Limited Funding Company December 2022 100% (via AEG) Ireland PC-Italia-01 S.R.L. Sub-Holding May 2015 100% (via AE Europe) Italy PC-Italia-02 S.p.A. SPV September 2016 100% (via Solis) Italy Sant’Angelo Energia S.r.l. SPV May 2021 100% (via Solis) Italy CIC Rooftop 2 S.r.l. SPV April 24, 2019 100% (via Solis) Italy CIC RT Treviso S.r.l. SPV April 24, 2019 100% (via Solis) Italy SPV White One S.r.l. SPV April 24, 2019 100% (via Solis) Italy CTS Power 2 S.r.l. SPV April 30, 2019 100% (via Solis) Italy PC-Italia-03 S.R.L. SPV July 2020 100% (via AEG) Italy PC-Italia-04 S.R.L. SPV July 2020 100% (via AEG) Italy KKSOL S.R.L. SPV February 2021 100% (via Solis) Italy Petriolo Fotovoltaica S.r.l. SPV March 2021 100% (via Solis) Italy Solarpark Serre 1 S.R.L. SPV March 2021 100% (via Solis) Italy BIMA S.R.L. SPV March 2021 100% (via Solis) Italy MABI S.R.L. SPV June 2021 100% (via Solis) Italy Risore Solari I S.R.L SPV September 2019 100% (via PC03) Italy Risore Solari III S.R.L SPV August 2021 100% (via PC03) Italy AED Italia – 01 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 02 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 03 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 04 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 05 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 06 S.r. l SPV August 2022 100% (via AECHL) Italy AED Italia – 07 S.r. l SPV August 2022 100% (via AECHL) Italy AED Italia – 08 S.r. l SPV August 2022 100% (via AECHL) Italy Uper Energy Italia S.R.L SPV June 2022 100% (via Uper Energy Europe B.V.) Italy AE Europe B.V. Holding Company August 2016 100% (via Altam) Netherlands AEN 01 B.V. SPV June 13, 2019 100% (via Altam) Netherlands Zonnepark Rilland B.V. SPV December 20, 2019 100% (via Solis) Netherlands AEN 02 B.V. SPV July 2020 (Dissolved in 2021) 100% (via Altam) Netherlands Unisun Energy Holding B.V. Holding Company April 2021 60%* (via AEG) Netherlands Unisun Energy B.V. SPV April 2021 60%* (via AEG) Netherlands UPER Energy Europe B.V. Services Company April 2021 100% (via Unisun Energy Holding B.V.) Netherlands Unisun Energy Poland Investment B.V. SPV April 2021 100% (via Unisun Energy Holding B.V.) Netherlands Blue Sky Energy I B.V. SPV April 2021 100% (via AEG JD 02 Limited) Netherlands Altnor AS Holding Company August 2021 (Dissolved in November 2022) 100% (via AEG) Norway Solarpark Samas Sp. SPV May 2021 100% (via Solis) Poland Elektrownia PV Komorowo Sp. Z.O.O SPV December 2021 100% (via Solis) Poland PV Zachod Sp. Z.O.O SPV December 2021 100% (via Solis) Poland Alt POL HC 01 Sp. SPV March 2022 100% (via AEG JD 01 Limited) Poland Uper Energy Poland SP.z.o.o SPV August 2022 100% (via Uper Energy Europe B.V.) Poland RA01 Sp. z o.o. SPV March 2022 100% (via Solis) Poland Gardno PV Sp. z o.o. SPV March 2022 100% (via Solis) Poland Gardno2 PV Sp. z o.o. SPV March 2022 100% (via Solis) Poland Power Clouds S.R.L. SPV March 31, 2015 100% (via Solis) Romania F.R.A.N. Energy Investment S.R.L. SPV March 31, 2015 100% (via Solis) Romania Lucas EST S.R.L. SPV March 2021 100% (via Solis) Romania Ecosfer Energy S.R.L.. SPV March 2021 100% (via Solis) Romania LJG Green Source Energy Beta S.R.L. SPV May 2021 100% (via Solis) Romania Uper Energy Romania S.R.L. SPV February 2022 100% (via Uper Energy Europe B.V.) Romania Alternus Iberia S.L.,(f/k/a Alt Spain 01, S.L.U.) SPV August 2021 100% (via PC03) Spain Alt Spain Holdco, S.L.U. Holding Company July 2022 100% (via Altnua Limited) Spain Alt Spain 02, S.L.U SPV July 2022 100% (via Alt Spain HoldCo, Spain Alt Spain 03, S.L.U. SPV May 2022 100% (via Alt Spain HoldCo, S.L.U.) Spain Alt Spain 04, S.L.U. SPV May 2022 100% (via Alt Spain HoldCo, S.L.U.) Spain Altam Inc Holding Company October 2020 100% (via AEG) USA Alternus Energy Americas Inc. Holding Company May 2021 100% (via AEG) USA Alt US 01 LLC SPV December 2021 100% (via Alternus Energy Americas Inc) USA Alt US 02 LLC Holding Company March 2022 100% (via AEA) USA Alt US 03 LLC SPV May 2022 100% (via AEA) USA Alt US 04 LLC Holding Company September 2022 100% (via AEA) USA LightWave Renewables, LLC SPV June 2022 100% (via ALT USA ALT GR 01 Holding Company October 2022 100% (via Alternus LUX 01 S.a.r.l.) Greece Alternus LUX 01 S.a.r.l. Holding Company October 2022 100% (via AEG) Luxembourg * Non-controlling interest is not material |
Clean Earth Acquisitions Corp [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Description of Organization and Business Operations | 1) Note 1. Description of Organization and Business Operations Clean Earth Acquisitions Corp. (the “Company”) was incorporated in Delaware on May 14, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend income and realized gains from the proceeds derived from the Initial Public Offering placed in the Trust Account (described below). The registration statement for the Company’s Initial Public Offering was declared effective on February 23, 2022 (the “Effective Date”). On February 28, 2022, the Company consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 890,000 Private Placement Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement with Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”) generating proceeds of $8,900,000 from the sale of the Private Units. Following the closing of the Initial Public Offering on February 28, 2022, $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which have been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected by the Company meeting the conditions of Rule 2a-7(d) of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by the Termination Date (defined below). On October 12, 2022, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Alternus Energy Group Plc (the “Seller” or “Alternus”). Pursuant to the Business Combination Agreement, we will acquire certain subsidiaries of the Seller, for up to 90,000,000 shares. Initially, we will issue 55,000,000 shares at closing (subject to a working capital adjustment capped at 1,000,000 additional shares) plus up to 35,000,000 shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain conditions are met. On April 12, 2023, the Company entered into the First Amendment to the Business Combination Agreement (the “First Amendment”), which amends certain provisions of the Business Combination Agreement. The Business Combination Agreement had contemplated that the Company would issue to the Seller a number of shares of Class A common stock valued at $10 per share equal to $550,000,000 plus or minus an estimated working capital adjustment (which will be not greater or less than $10,000,000), of which 1,000,000 shares of Class A common stock will be deposited into a working capital escrow account to satisfy any post-closing working capital adjustments. The First Amendment amended the Business Combination Agreement by reducing the $550,000,000 amount to $275,000,000. In addition, the Business Combination Agreement had contemplated that 35,000,000 shares of Class A common stock would be deposited into an earnout escrow account and will be released, in whole or part, to the Seller if certain earnout milestones are met. The First Amendment amended the Business Combination Agreement by (i) reducing the 35,000,000 shares to 20,000,000 shares and (ii) modifying the earnout milestones as provided in the First Amendment. The closing of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions as set forth in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, we entered into (A) a Sponsor Support Agreement with the sponsor and the Seller pursuant to which the sponsor agreed to vote in favor of the Business Combination, waive its redemption rights, agree to not transfer securities of the Company, and waive any anti-dilution or similar protections with respect to founder shares; and (B) an Investor Rights Agreement with the sponsor and the Seller, which provides for certain governance requirements, registration rights and a lockup agreement. The closing of the transactions contemplated by the Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, the Company’s stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares, Private Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by the Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights or warrants, which will expire worthless if the Company fails to complete a Business Combination by the Termination Date. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On May 25, 2023, the Company and Alternus executed a mutual written consent pursuant to which the Company and Alternus agreed to extend the Termination Date (as defined in the Business Combination Agreement) to November 28, 2023 (the “Termination Date”). On May 25, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), during which the Company’s stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination up to six times, from May 28, 2023 to November 28, 2023, composed of six one-month extensions (each an “Extension,” and the end date of each Extension, the “ ” In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 14,852,437 shares of Class A common stock at a redemption price of approximately $10.38 per share (the “Redemption”), for an aggregate redemption amount of $154,152,327. Following the Redemption, $84,562,944 remained in the Company’s Trust Account, not including any Extension Payments, as described above. (1) Risks and Uncertainties The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia and Hamas’ attack on Israel. These conflicts are expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common shares to be adversely affected. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. (2) Going Concern (3) As of September 30, 2023, the Company had $9,266 of operating cash and a working capital deficit of $3,861,647. At September 30, 2023, working capital deficit excludes the amount of marketable securities held in Trust Account and deferred underwriting fees payable. The Company classified the Marketable Securities held in Trust Account as a current asset as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the funds would be liquidated from the Trust Account. The Company classified the deferred underwriting fees payable as current liabilities as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the deferred underwriting fees would not be paid as the fees owed are contingent upon a successful Business Combination. (4) The Company’s liquidity needs through September 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on unsecured promissory notes to pay certain offering costs and convertible promissory notes with the Sponsor to provide working capital and to fund the Company’s extension payments (see Note 4). (5) The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans to complete the Business Combination with Alternus. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The initial stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1. Description of Organization and Business Operations Clean Earth Acquisitions Corp. (the “Company”) was incorporated in Delaware on May 14, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity from May 14, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering placed in the Trust Account (described below). The registration statement for the Company’s Initial Public Offering was declared effective on February 23, 2022 (the “Effective Date”). On February 28, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” or “Public Shares”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 890,000 Private Placement Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement with Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”) generating proceeds of $8,900,000 from the sale of the Private Units. Following the closing of the Initial Public Offering on February 28, 2022, $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds selected by the Company meeting the conditions of Rule 2a-7(d) of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months (or up to 18 months with extensions) from February 28, 2022, the closing of the Initial Public Offering (the “Combination Period”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, the Company’s stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Except as required by law or the rules of NASDAQ, the decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the public stockholders’ ability to redeem or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights or warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On October 12, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Alternus Energy Group Plc (the “Seller”). Pursuant to the Business Combination Agreement, we will acquire certain subsidiaries of the Seller, for up to 90,000,000 shares. Initially, we will issue 55,000,000 shares at closing (subject to a working capital adjustment capped at 1,000,000 additional shares) plus up to 35,000,000 shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain conditions are met. The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing, including, among others, (i) by mutual written consent of the Company and the Seller, (ii) upon any injunction or other governmental order preventing the consummation of the transaction which shall have become final and non-appealable, (iii) upon a material breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable of being cured), (iv) if the closing has not occurred by May 26, 2023 and such failure in closing on or before such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate and (v) by the Company, if the Seller fails to consummate the transaction following the satisfaction of the conditions to the Seller’s closing. The Seller will be obligated to pay the Company a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the Company pursuant to clause (v). Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common shares to be adversely affected. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Going Concern As of December 31, 2022, the Company had $630,460 of operating cash and a working capital deficit of $2,496,267. At December 31, 2022, working capital excludes the amount of Marketable Securities held in Trust Account and the amount of deferred underwriter fee payable. The Company classified the Marketable Securities held in Trust Account as a current asset as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the funds would be liquidated from the Trust Account. The Company classified the Deferred Underwriting Fees Payable as current liabilities as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the deferred underwriting commission would not be paid as the fees owed are contingent upon a successful Business Combination. The Company’s liquidity needs through December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and a convertible promissory note with the Sponsor (see Note 4). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The initial stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”, see Note 4). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements include the Consolidated Balance Sheet, Consolidated Statements of Operations and Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity/ (Deficit) and Consolidated Statements of Cash Flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) from records maintained by the Company. These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations for the interim periods presented. Actual results could differ from those estimates under different assumptions or conditions and the differences may be material to the condensed consolidated financial statements. The accounting policies used in the preparation of these Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2022, included in the Form 10-K/A, except as described below. Our annual reporting period is the calendar year. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Basis of Consolidation The consolidated financial statements as of September 30, 2023 and 2022 and for the periods then ended include the financial statements of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Ownership interests in subsidiaries represented by other parties are presented in the consolidated financial statements as activities and balances attributable to non-controlling interest. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determine a business combination or asset acquisition, useful life of property and equipment, impairment of long-lived assets and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. S egments The Company has one operating segment, and the decision-making group is the senior executive management team. The Company manages the segment by focusing on revenue and cost of revenue by country. Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland and Italy and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. There is an account that has the residual balance of bond tap that must be used for permitted acquisitions as per Green Bond terms. The balance also has an account for a bank guarantee in Italy that hold escrow balances. Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, through a review of historical losses, customer balances, and industry economic conditions. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. The Company monitors its exposure to credit losses and maintains allowances for anticipated losses. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. At September 30, 2023 and 2022, there was no allowance for doubtful accounts recorded. Concentration of Credit Risk A t times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company maintains cash balances in all countries in which it operates and in Ireland where the Company is headquartered. Government coverage for the Company’s cash balances are as follows: ● European Union - $105,841 (€100,000) per account is covered for operations in Romania, Poland, Italy, the Netherlands and the Company’s headquarters in Ireland. ● United States - $250,000 The Company has 8 cash accounts across the European countries and a net of $6.5 million above government insurance amounts. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location f or its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in-service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 7 years. ● Software and computer equipment carry a useful life of 7 years. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. Goodwill The Company reports goodwill that has been recorded in connection with the acquisition of businesses. Goodwill is not amortized, but instead is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested annually for impairment at the individual reporting unit level in the fourth quarter, or earlier upon the occurrence of certain events or substantive changes in circumstances. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the Company’s reporting units are less than their carrying amounts. If the Company determines that it is more likely than not that the fair value of its reporting units is less than their carrying amounts, no additional assessment is required, and no impairment is recognized. If the Company concludes an impairment is probable or elects not to perform the qualitative assessment, a quantitative impairment test is performed. If it is determined that an impairment has occurred, the Company adjusts the carrying value of goodwill and charges the impairment as an operating expense in the period the determination is made. The Company did not recognize any impairment of goodwill for the periods presented. Although the Company believes that goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value . During the period ended September 30, 2022 the Company recorded an impairment loss of $79 thousand in the Consolidated Statement of Operations and Comprehensive Income/(Loss) related to the 2021 write down for $4.2 million of certain assets that were held in construction in progress for which the Company no longer intended to complete and certain solar park assets for which there was a change in the Company future intended use. This impairment loss is included in Other Expense on the Consolidated Statement of Operations and Comprehensive Income/(Loss). There were no impairment losses for the three months and nine months ended September 30, 2023. Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the period ended September 30, 2023 and 2022 was 7.1% . The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company adopted ASC 842 as of January 1, 2022. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Note 14 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Income/ (Loss); whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Income/ (Loss). Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. One solar park in the Netherlands receives pre-payments calculated at the beginning of the year and based on the previous years’ production (MWhs produced) multiplied by a calculated average price per MWh for the year and divided by twelve. The Company books revenue monthly by multiplying actual production per the Company’s meters by the average price provided by the Offtaker at the beginning of the year to estimate revenue for the month. There is a true-up performed in June of the following year using actual power produced for the previous year multiplied by the average EPEX price (average actual market price per KWh for the year) less the prepayment for the year. If the true-up calculation is positive, The Offtaker settles with a payment to the Company. If the true-up is negative, the Company settles with a payment to Offtaker. Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Country Italy 1,228 1,018 2,924 2,847 Romania 5,161 4,216 13,271 14,061 Germany 8 44 22 142 Netherlands 1,096 1,673 4,378 3,759 Poland 2,952 5,411 7,121 9,659 United States 33 10 83 15 Total 10,478 12,372 27,799 30,483 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Offtake Type Country Renewable Programs 3,690 9,184 8,812 16,550 Green Certificates 3,212 1,155 8,170 6,970 Energy Offtake Agreements 3,572 2,020 10,355 6,808 Other Revenue 4 13 462 155 Total 10,478 12,372 27,799 30,483 Three customers represented 69% of revenues during the period ended September 30, 2023 compared to four customers that represented 71% for the period ended September 30, 2022. The revenues from these customers accounted for $18.4 million of revenue and $20.8 million for the periods ended September 30, 2023 and 2022 respectively. One customer represented 63% of the Company’s accounts receivable for the period ended September 30, 2023. Two customers accounted for 74% of accounts receivable for the period ended September 30, 2022. Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third-party customer. Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. Taxes Recoverable and Payable The Company records taxes recoverable when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. Development Cost Development costs are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 – Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 – Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques, and at least one significant model assumption or input is unobservable. The Company holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute as a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statement s: ● The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. Income Taxes Deferred taxes are determined using the asset and liability method; whereby, deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between the positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. During the fiscal years 2022 and 2021, the Company had overall net foreign losses and thus, there was no impact on the US taxable income calculations. The Company is an inverted Company and treated as a US entity for all US income tax purposes. As a result, the Company will be obligated to comply with all U.S. income tax obligations applicable to domestic entities. Accordingly, the income tax provision has been prepared consistent with that of a U.S. entity. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s ordinary shares, and (3) the expected dividend yield of our ordinary shares. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s ordinary shares. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share September 30, September 30, 2023 2022 (in thousands) Stock options 40,000 - Warrants 43,500 538,146 Total 83,500 538,146 Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operates, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s Results of Operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the period ended September 30, 2023 and 2022. The translation from functional foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The ef | 3. Summary of Significant Accounting Policies Basis of Presentation The Consolidated Financial Statements include the Consolidated Balance Sheet, Consolidated Statements of Operations and Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity/ (Deficit) and Consolidated Statements of Cash Flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) from records maintained by the Company. Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. Basis of Consolidation The consolidated financial statements as of December 31, 2022 and 2021 and for the years then ended include the financial statements of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Ownership interests in subsidiaries represented by other parties are presented in the consolidated financial statements as activities and balances attributable to non-controlling interest. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determine a business combination or asset acquisition , useful life of property and equipment, impairment of long-lived assets and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. S The Company has one operating segment, and the decision-making group is the senior executive management team. The Company manages the segment by focusing on revenue and cost of revenue by country. Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland and Italy and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. There is an account that has the residual balance of bond tap that must be used for permitted acquisitions as per Green Bond terms. The balance also has an account for a bank guarantee in place for Poland and one acquisition related accounts in Italy and Romania that hold escrow balances. Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, if required, through a review of historical losses, specific customer balances, and industry economic conditions. Customer accounts are charged off against the allowance for doubtful accounts when management determines that the likelihood of eventual collection is remote. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. Additionally, the Company monitors its exposure to credit losses and maintains allowances for anticipated losses. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. At December 31, 2022 and 2021, there was no allowance for doubtful accounts recorded. Concentration of Credit Risk At times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 7 years. ● Software and computer equipment carry a useful life of 7 years. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. Goodwill The Company reports goodwill that has been recorded in connection with the acquisition of businesses. Goodwill is not amortized, but instead is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested annually for impairment at the individual reporting unit level on October 1, or earlier upon the occurrence of certain events or substantive changes in circumstances. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the Company’s reporting units are less than their carrying amounts. If the Company determines that it is more likely than not that the fair value of its reporting units is less than their carrying amounts, no additional assessment is required, and no impairment is recognized. If the Company concludes an impairment is probable or elect not to perform the qualitative assessment, a quantitative impairment test is performed. If it is determined that an impairment has occurred, the Company adjusts the carrying value of goodwill and charges the impairment as an operating expense in the period the determination is made. The Company did not recognize any impairment of goodwill for the periods presented. Although the Company believes that goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value . $4.2 million of certain assets that were held in construction in progress for which the Company no longer intended to complete and certain solar park assets for which there was a change in the Company future intended use. This impairment loss is included in Other Expense on the Consolidated Statement of Operations and Comprehensive Income/(Loss) Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2022 and 2021 was 7.1 % and 6% respectively. The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company adopted ASC 842 as of January 1, 2022. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented, on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Note 14 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Income/ (Loss); whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Income/ (Loss). Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue, by Country (in thousands) 2022 2021 (in thousands) Italy $ 3,354 $ 3,665 Romania 13,710 13,964 Germany 201 187 Netherlands 4,528 1,340 Poland 10,709 2,237 United States 24 — Total $ 32,526 $ 21,393 Year Ended December 31, Revenue, by Offtake Type (in thousands) 2022 2021 (in thousands) Country Renewable Programs $ 5,016 $ 4,133 Green Certificates 9,452 8,427 Energy Offtake Agreements 17,888 8,833 Other Revenue 170 — Total $ 32,526 $ 21,393 One customer represented 30% of revenues during the years ended December 31, 2022 and 2021. The revenues from this customer were $9.6 million and $6.4 million during the years ended December 31, 2022 and 2021 respectively. The company did not have any customers who represented more than 10% of accounts receivable as of December 31, 2022 and 2021. Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third party customer. Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. Taxes Recoverable and Payable The Company records taxes recoverable, when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. Development Cost Development cost are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. . The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity proceeds and additional sanctions are imposed. In addition to the human toll and impact of the events on entities that have operations in Russia, Ukraine, or neighboring countries (e.g., Belarus, Poland, Romania) or that conduct business with their counterparties, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time. On March 10, 2023 Silicon Valley Bank became the second largest bank failure to date. This was followed on March 12, 2023 by the failure of Signature Bank, the third largest bank failure in U.S history. These bank failures were the first two in a banking crises that included Credit Suisse and Deutsche, a bank that has extended a warehouse loan to the Company. The Company maintains cash balances in financial institutions which may exceed federally insured limits and is monitoring these events for both current and future liquidity. Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 – Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 – Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques, and at least one significant model assumption or input is unobservable. The Company holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. Business Combinations and Acquisition of Assets The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute as a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statements: ● The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. Income Taxes Deferred taxes are determined using the asset and liability method; whereby, deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between the positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. During fiscal years 2022 and 2021, the Company had overall net foreign losses and thus, there was no impact on the US taxable income calculations. The Company is an inverted Company and treated as a US entity for all US income tax purposes. As a result, the Company will be obligated to comply with all U.S. income tax obligations applicable to domestic entities. Accordingly, the income tax provision has been prepared consistent with that of a U.S. entity. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s common stock, and (3) the expected dividend yield of our common stock. The assumptions used in the option-pricing model represents management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s common stock. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share Year Ended December 31, 2022 2021 Stock options granted and shares outstanding 26,365,738 26,335,738 Warrants 220,182 817,704 Total 26,585,920 27,153,442 Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operations, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s Results of Operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the years ended December 31, 2022 and 2021. The translation from functional foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The effects of translating financial statements from functional currency to reporting currency are recorded in other comprehensive income. For the years ended December 31, 2022 and 2021 the increase/(decrease) in comprehensive loss related to foreign currency translation gains was ($145) thousand and $682 thousand, respectively. Recent Accounting Pronouncements Not Adopted In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit losses (Topic 326), subsequently amended by ASU 2020-2. This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments held at amortized cost. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes e |
Clean Earth Acquisitions Corp [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Summary of Significant Accounting Policies | 2) Note 2. Summary of Significant Accounting Policies (1) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. (2) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. (1) Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no (2) Marketable Securities Held in Trust Account The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company has invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the nine months ended September 30, 2023 and 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the condensed statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the condensed statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the condensed statements of cash flows. Sales of money market funds, redemptions of U.S. Treasury Bills, and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the condensed statements of cash flows. (3) Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of incentives to Anchor Investor (as defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting discounts, $8,050,000 of deferred underwriting fee (of which $7,245,000 has subsequently been waived by the underwriters), $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction. The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital. (4) Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. (5) Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ deficit. (6) Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On May 25, 2023, holders of Class A common stock properly elected to redeem an aggregate of 14,852,437 shares of Class A common stock at a redemption price of $10.38 per share, for an aggregate redemption amount of $154,152,327. Accordingly, at September 30, 2023, and December 31, 2022, 8,147,563 and 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet, respectively. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the Initial Public Offering, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet as of September 30, 2023 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327 ) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 84,940,910 Re-measurement on Class A common stock subject to possible redemption 1,097,181 Class A common stock subject to possible redemption, September 30, 2023 $ 86,038,091 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. (7) Promissory Note – Related Party The Company accounts for its WC Promissory Note and Extension Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note and Extension Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. (8) Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. (9) Net Income (Loss) per Common Stock The condensed statements of operations includes a presentation of net income (loss) per Class A redeemable common stock and net income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and nine months ended September 30, 2023 (in dollars, except share amounts): Three Months Ended September 30, 2023 Net income $ 7,216 Remeasurement of temporary equity to redemption value (1,097,181 ) Net loss including remeasurement of temporary equity to redemption value $ (1,089,965 ) Three Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (531,636 ) $ (558,329 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,097,181 — Allocation of net income (loss) $ 565,545 $ (558,329 ) Weighted average shares outstanding 8,147,563 8,556,667 Net income (loss) per share $ 0.07 $ (0.07 ) Nine Months Ended September 30, 2023 Net income $ 3,239,010 Remeasurement of temporary equity to redemption value (4,604,390 ) Net loss including remeasurement of temporary equity to redemption value $ (1,365,380 ) Nine Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (890,320 ) $ (475,060 ) Deemed dividend for remeasurement of temporary equity to redemption value 4,604,390 — Allocation of net income (loss) $ 3,714,070 $ (475,060 ) Weighted average shares outstanding 16,036,220 8,556,667 Net income (loss) per share $ 0.23 $ (0.06 ) The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and nine months ended September 30, 2022 (in dollars, except share amounts): Three Months Ended September 30, 2022 Net loss $ (146,096 ) Remeasurement of temporary equity to redemption value (1,139,015 ) Net loss including remeasurement of temporary equity to redemption value $ (1,285,111 ) Three Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (936,650 ) $ (348,461 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,139,015 — Allocation of net income (loss) $ 202,365 $ (348,461 ) Weighted average shares outstanding 23,000,000 8,556,667 Net income (loss) per share $ 0.01 $ (0.04 ) Nine Months Ended September 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net loss from date of initial public offering through September 30, 2022 (821,782 ) Total loss year to date (858,816 ) Remeasurement of temporary equity to redemption value (41,007,220 ) Net loss including remeasurement of temporary equity to redemption value $ (41,866,036 ) Nine Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (30,486,966 ) $ (11,379,070 ) Deemed dividend for remeasurement of temporary equity to redemption value 41,007,220 — Allocation of net income (loss) $ 10,520,254 $ (11,379,070 ) Weighted average shares outstanding 18,113,553 8,107,815 Net income (loss) per share $ 0.58 $ (1.40 ) c) Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. The Company expects new stock issuances related to the business combination with Alternus will offset the fair market value of the Class A stockholder redemptions that occurred on May 25, 2023. While no assurances can be provided, as the business combination is anticipated to close before December 31, 2023, which is the same year in which the new stock issuances are expected to occur, the Company believes that it is probable that no excise tax will be due or payable. As such, the Company has not recognized an excise tax liability on its condensed balance sheets as of September 30, 2023. (1) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. (2) Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 28, 2022, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7(d) under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the Public Shares. The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company was invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the year ended December 31, 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Redemptions and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of incentives to anchor investor (defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting commission, $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction (see Note 5). The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital (see Note 3). Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ equity (deficit). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the IPO, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On February 28, 2022, the Company recorded a remeasurement of $39,491,791, $32,151,909 of which was recorded in additional paid-in capital and $7,339,882 was recorded in accumulated deficit, to remeasure the value of Class A common stock to its redemption value. The Company has recorded an additional remeasurement of $3,264,650 through December 31, 2022 to remeasure the value of Class A common stock to its redemption value of the amount held in the Trust Account. Promissory Note – Related Party The Company accounts for its WC Promissory Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. Net Income (Loss) per Common Stock The statements of operations includes a presentation of income (loss) per Class A redeemable common stock and loss per Class A and Class B non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and Class A and Class B non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per common stock for the period from May 14, 2021 (inception) through December 31, 2021 was calculated by dividing the net income (loss) into the amount of Class B non-redeemable common stock outstanding as no Class A common stock was issued during this period. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441 ) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486 ) Twelve Months Ended December 31, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238 ) $ (11,604,248 ) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248 ) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38 ) The following tables reflect the calculation of basic and diluted net loss per common stock for the period from May 14, 2021 (inception) through December 31, 2021 (in dollars, except share amounts): For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546 ) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00 ) Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB’) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no other new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Clean Earth Acquisitions Corp [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering | 3) Note 3. Initial Public Offering Pursuant to the Initial Public Offering on February 28, 2022, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, one right and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. An aggregate of $10.10 per Unit sold in the Initial Public Offering is held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting the conditions of Rule 2a-7(d) of the Investment Company Act, as determined by the Company. | Note 3. Initial Public Offering Pursuant to the Initial Public Offering on February 28, 2022, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, one right and one-half of one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6). An aggregate of $10.10 per Unit sold in the Initial Public Offering is held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting the conditions of Rule 2a-7(d) of the Investment Company Act, as determined by the Company. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | ||
Related Party Transactions | 21. Related Party Related party transactions are a transfer of resources, services, or obligations between the Company and a related party, regardless of whether a price is charged. Parties are considered related if one party has control, joint control, or a significant influence over the other party in making financial and operating decisions. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Nine-months Ended September 30, Transactions with Directors 2023 2022 (in thousands) Loan from Vestco, a related party to Board member and CEO Vincent Browne $ 60 $ - Total $ 60 $ - Nine-months Ended September 30, Director’s remuneration 2023 2022 (in thousands) Remuneration in respect of services as directors $ 489 $ 486 Remuneration in respect to long term incentive schemes - - Total $ 489 $ 486 | 22. Related Party Related party transactions are a transfer of resources, services, or obligations between the Company and a related party, regardless of whether a price is charged. Parties are considered related if one party has control, joint control, or a significant influence over the other party in making financial and operating decisions. Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Transactions with Directors 2022 2021 (in thousands) Wikborg Sons Ltd AS fee, a related party to board member Rolf Wikborg $ — $ 718 Prepaid consulting agreement with Wikborg Sons Ltd AS, a related party board member Rolf Wikborg — 340 Doonbeg Partners, a related party to board member John Thomas — 1,007 Total $ — $ 2,065 The Company entered into a consulting agreement with Doonbeg Partners, which included Wikborg Sons Ltd AS in January 2020 for capital raising services. The fee paid relates to the successful placement of bonds and equity for the Company in 2021. The fees are fully paid and included with other placement fees relating to these transactions. No further fees are payable for any future financings under this agreement. Director’s remuneration 2022 2021 (in thousands) Remuneration in respect of services as directors $ 910 $ 648 Remuneration in respect to long term incentive schemes — — Total $ 910 $ 648 |
Clean Earth Acquisitions Corp [Member] | ||
Related Party Transactions [Line Items] | ||
Related Party Transactions | 4) Note 4. Related Party Transactions (1) Founder Shares On August 17, 2021, our sponsor purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate purchase price of $25,000 or approximately $0.004 per share (the “Founder Shares”). On February 7, 2022, we effected a 1:1.33333339 stock split of our Class B common stock, resulting in our initial stockholders holding 7,666,667 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares collectively represent the Sponsor’s 25% ownership of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). b) The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. c) The Founder Shares will convert into shares of Class A common stock after the initial Business Combination. (1) Unvested Founder Shares Pursuant to the letter agreement, a total of 2,167,000 Founder Shares then held by the Sponsor will be considered newly unvested shares upon the completion of the Business Combination, which shall vest only if the closing price of the Class A common stock equals or exceeds $12.50 for any 20 trading days within a 30 day trading period after the Business Combination, but before the tenth anniversary of the Business Combination. In the event such price level is achieved before the first anniversary of the closing of the Business Combination, such unvested Founder Shares will not vest until the first anniversary of such closing. In the event that the Company enters into a binding agreement on or before the tenth anniversary of the Business Combination with respect to a Sale (as defined in the agreement), all unvested shares shall vest on the day prior to the closing of such Sale. Founder Shares, if any, that remain unvested at the tenth anniversary of the closing of the Business Combination will be forfeited. (2) Private Placement The Sponsor purchased an aggregate of 890,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $8,900,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per full share, subject to adjustment. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering and are held in the Trust Account. If the Company does not complete a Business Combination by the Termination Date, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). (3) Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. On September 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $850,000. The WC Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the WC Promissory Note can be converted into conversion units comprised of one Class A common stock and one-half of one warrant that are identical to those issued in the private placement (“Conversion Units”). The number of convertible Conversion Units is calculated as the outstanding principal balance divided by $10. As of September 30, 2023 and December 31, 2022, the WC Promissory Note balance was $850,000 and $806,170, respectively. (4) The Company’s Extension Payments will be made in exchange for a $1,170,000 non-interest bearing, convertible unsecured promissory note payable upon consummation of a business combination (the “Extension Notes”). At the election of the Sponsor and at any time prior to payment in full of the principal balance, the Extension Note can be converted into Conversion Units comprised of one Class A common stock and one-half of one warrant that are identical to those issued in the private placement (“Conversion Units”). The number of convertible Conversion Units is calculated as the outstanding principal balance divided by $10. The Company had $780,000 and $0 outstanding under the Extension Notes as of September 30, 2023 and December 31, 2022, respectively. On August 8, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Second WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $650,000. The Second WC Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the Second WC Promissory Note can be converted into Conversion Units comprised of one Class A common stock and one-half of one warrant that are identical to those issued in the private placement (“Conversion Units”). The number of convertible Conversion Units is calculated as the outstanding principal balance divided by $10. As of September 30, 2023 and December 31, 2022, the Second WC Promissory Note balance was $73,500 and $0, respectively. As of September 30, 2023 and December 31, 2022 there is an aggregate of $1,703,500 and $806,170 outstanding under the WC Promissory Note, Extension Notes, and Second WC Promissory Note. (5) Anchor Investor Agreement A third-party investor (the “Anchor Investor”) (who is also not affiliated with our Sponsor or any member of our management team) purchased 2,277,000 of the units issued in the Initial Public Offering pursuant to a November 2021 Subscription Agreement between our Sponsor and the Anchor Investor, wherein the Anchor Investor also purchased membership interests in our Sponsor. The excess fair value of the Sponsor membership units over the price paid by the Anchor Investor of $4,736,326 was determined to be an offering cost in accordance with SAB Topic 5A and a corresponding contribution by our Sponsor recorded in additional paid in capital. The Sponsor retains voting and dispositive power over the Anchor Investor’s allocated Founder Shares and shares purchased by the Sponsor in the private placement until the consummation of the Business Combination, following which time the Sponsor will distribute such securities to the Anchor Investor (subject to applicable lock-up or escrow restrictions). (6) Related Party Consulting Agreement In April 2022, the Company entered into a consulting agreement with a related party. During the term of the agreement, the consultant (“Related Party Consultant”) will be responsible for financial modeling, compiling presentations, data room management, and research. The Company will pay the Related Party Consultant compensation in the form of $7,500 per month in cash, as well as $5,000 per month in the form of newly issued Class B common stock with an exercise price of $10.00 per share paid in arrears. The grant date of the stock-based compensation award under the agreement was April 1, 2022. The performance condition required for vesting is a successful business combination, the outcome of which is not considered probable until the event occurs. In November 2022, the Company executed an amendment to the consulting agreement with the related party. The Amendment changed the compensation structure to pay the Related Party Consultant $5,000 per month in cash and no no | Note 4. Related Party Transactions Founder Shares On August 17, 2021, our sponsor purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate purchase price of $25,000 or approximately $0.004 per share (the “Founder Shares”). On February 7, 2022, we effected a 1:1.33333339 stock split of our Class B common stock, resulting in our initial stockholders holding 7,666,667 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares collectively represent the Sponsor’s 25% ownership of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. The Founder Shares will convert into shares of Class A common stock after the initial Business Combination. Unvested Founder Shares Pursuant to the letter agreement, a total of 2,167,000 Founder Shares then held by the Sponsor will be considered newly unvested shares upon the completion of the Business Combination, which shall vest only if the closing price of the common stock equals or exceeds $12.50 for any 20 trading days within a 30 day trading period after the Business Combination, but before the tenth anniversary of the Business Combination. In the event such price level is achieved before the first anniversary of the closing of the Business Combination, such unvested Founder Shares will not vest until the first anniversary of such closing. In the event that the Company enters into a binding agreement on or before the tenth anniversary of the Business Combination with respect to a Sale (as defined in the agreement), all unvested Founder Shares shall vest on the day prior to the closing of such Sale. Founder Shares, if any, that remain unvested at the tenth anniversary of the closing of the Business Combination will be forfeited. Private Placement The Sponsor purchased an aggregate of 890,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $8,900,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A common stock (“Private Share”) and one-half Promissory Note — Related Party On September 22, 2021, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $350,000. The Company drew $100,000 and $125,000 on the IPO Promissory Note for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021, respectively. As of February 28, 2022, the Company had borrowed an aggregate $225,000 under the IPO Promissory Note. The IPO Promissory Note was non-interest bearing and was repaid in full on February 28, 2022. As of December 31, 2022 and 2021, the outstanding balance under the IPO Promissory Note was $0 and $125,000, respectively. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. On September 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $850,000. The WC Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the WC Promissory Note can be converted into conversion units comprised of one Class A common stock and one-half Anchor Investor Agreement A third-party investor (the “Anchor Investor”) (who is also not affiliated with our Sponsor or any member of our management team) purchased 2,277,000 of the units issued in the Initial Public Offering pursuant to a November 2021 Subscription Agreement between our Sponsor and the Anchor Investor, wherein the Anchor Investor also purchased membership interests in our Sponsor. The excess fair value of the Sponsor membership units over the price paid by the Anchor Investor of $4,736,326 was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (see Note 2) and a corresponding contribution by our Sponsor recorded in additional paid in capital. The Sponsor retains voting and dispositive power over the Anchor Investor’s allocated Founder Shares and shares purchased by the Sponsor in the private placement until the consummation of the Business Combination, following which time the Sponsor will distribute such securities to the Anchor Investor (subject to applicable lock-up or escrow restrictions). Related Party Consulting Agreement In April 2022, the Company entered into a consulting agreement with a related party. During the term of the agreement, the consultant (“Consultant”) will be responsible for financial modeling, compiling presentations, data room management, and research. The Company will pay the Consultant compensation in the form of $7,500 per month in cash, as well as $5,000 per month in the form of newly issued Class B common stock with an exercise price of $10.00 per share paid in arrears. The grant date of the stock-based compensation award under the agreement is April 1, 2022. The performance condition required for vesting is a successful business combination, the outcome of which is not considered probable until the event occurs. In November 2022, the Company executed an amendment to the consulting agreement with the related party. The amendment changed the compensation structure to pay the Consultant $5,000 per month in cash and no additional compensation in the form of stock. The commencement date for the updated compensation structure was December 1, 2022. As of December 31, 2022, no stock-based compensation expense has been recorded and will not be accrued for or recognized until a successful business combination occurs. Additionally, the agreement will conclude upon the completion of a successful business combination. The Company incurred $65,000 and $0 for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021, respectively, related to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | 16. Commitments and Contingencies Litigation From time to time, we are subject to various legal proceedings and claims that arise in the ordinary course of our business activities. In connection with such litigation, the Company may be subject to significant damages. We may also be subject to equitable remedies and penalties. Such litigation could be costly and time-consuming and could divert or distract Company management and key personnel from its business operations. Although the results of litigation and claims cannot be predicted with certainty, as of the date of this proxy statement, we do not believe we are party to any claim or litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business. However, due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Company’s business, results of operations, financial position, or cash flows. On May 4, 2023 Alternus received notice that Solartechnik filed an arbitration claim against Alternus Energy Group PLC, Solis Bond Company DAC and ALT POL HC 01 SP. Z.o.o. in the Court of Arbitration at the Polish Chamber of Commerce, claiming that PLN 24,980,589 (approximately $5.8 million) is due and owed to Solartechnik pursuant to a preliminary share purchase agreement by and among the parties that did not ultimately close, plus costs, expenses, legal fees and interest. The Company has accrued a liability for this loss contingency in the amount of approximately $5.8 million, which represents the contractual amount allegedly owed. It is reasonably possible that the potential loss may exceed our accrued liability due to costs, expenses, legal fees and interest that are also alleged by Solartechnik as owed, but at the time of filing this report we are unable to determine an estimate of that possible additional loss in excess of the amount accrued. The arbitration is in its early stages, and the Company intends to vigorously defend this action. | 15. Commitments and Contingencies Litigation From time to time the Company may be a defendant or plaintiff in various legal proceedings arising in the normal course of business. The Company knows of no material, active, pending or threatened proceeding against management or Company subsidiaries, nor is it, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation. There is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, litigation claim to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting the Company, its common stock, any of Company subsidiaries or any of Alternus’s companies or its subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. |
Clean Earth Acquisitions Corp [Member] | ||
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | 5) Note 5. Commitments and Contingencies (1) Registration and Stockholder Rights The holders of the Founder Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. (2) Underwriting Agreements The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discount. The underwriters exercised the option in full on February 28, 2022. The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a cash deferred underwriting fee of 3.50% of the gross proceeds of the Initial Public Offering, or $8,050,000, payable to the underwriters for deferred underwriting fees. The full amount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, completion of an initial business combination. In October 2022, one of the Company’s underwriters waived their right to 50% of the deferred underwriting fee, forfeiting $3,622,500 of their deferred underwriting fee. On April 17, 2023, the Company and one of the underwriters executed a revised Underwriting Agreement to forfeit the remaining portion of their deferred underwriting fee, or $3,622,500, resulting in a deferred underwriting fee of $805,000 payable upon consummation of a successful business combination. The one underwriter has forfeited an aggregate $7,245,000 of the deferred underwriting fee. As the Termination Date expires on November 28, 2023, the remaining deferred underwriter fee payable is classified as a current liability as of September 30, 2023. For the three and nine months ended September 30, 2023, the Company recorded a $3,622,500 reduction of the deferred underwriter fee payable to accumulated deficit. Placement Services Agreement In August 2022, the Company entered into an agreement with a Placement Agent to serve as a non-exclusive capital markets advisor and placement agent for the Company in connection with a proposed private placement of the Company’s equity or equity-linked, preferred, debt or debt-like, securities. The Placement Agent will receive a nonrefundable cash fee of $500,000 and an additional cash fee of $450,000 that is contingent upon the closing of the Business Combination. On August 10, 2022, the Company recorded the $500,000 nonrefundable cash fee within accrued expenses on the condensed balance sheets and as placement services fee expense on the condensed statements of operations. The Company has not incurred any amounts related to the $450,000 cash fee as of September 30, 2023 and payment of such amounts are contingent upon the closing of the Business Combination. Consulting Agreement In June 2022, the Company entered into a consulting agreement. During the term of the agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations, including services such as de-SPAC readiness assessment, post transaction close preparation advisory, the overall capital markets climate related to global macroeconomic conditions, world leading exchanges, potential competitors, and general advice with respect to the business. The Company will pay the Consultant compensation in the form of $15,000 per month. Upon closing of an initial business combination, the Company will pay the Consultant a one-time success fee cash bonus of $25,000. Additionally, at the successful close of a business combination, the Company will pay a cash bonus of $50,000 if certain criteria are met for redemptions. Payment to the Consultant for any cash bonus fee is dependent upon the closing of an initial business combination. In November 2022, the Company terminated the agreement with the Consultant in accordance with the terms of the agreement. For the three and nine months ended September 30, 2023, the Company incurred $0, under this agreement. $0 and $15,000 was accrued for within accounts payable as of September 30, 2023 and December 31, 2022, respectively. | Note 5. Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting commissions. The underwriters exercised the option in full on February 28, 2022. The underwriters were entitled to a underwriting commission of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred underwriting commission of 3.50% of the gross proceeds of the Initial Public Offering, or $8,050,000, payable to the underwriters for deferred underwriting commissions. The full amount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, completion of an initial business combination. In October 2022, one of the Company’s underwriters waived their right to 50% of the deferred underwriting commissions, forfeiting $3,622,500 of their deferred underwriting commission. As the Combination Period expires on May 28, 2023, without extensions, the deferred underwriter fee payable is classified as a current liability as of December 31, 2022. Placement Services Agreement In August 2022, the Company entered into an agreement with a Placement Agent to serve as a non-exclusive capital markets advisor and placement agent for the Company in connection with a proposed private placement of the Company’s equity or equity-linked, preferred, debt or debt-like, securities. The Placement Agent will receive a nonrefundable cash fee of $500,000 and an additional cash fee of $450,000 that is contingent upon the closing of the Business Combination. As of December 31, 2022, the Company has recorded the $500,000 nonrefundable cash fee within accrued expenses on the balance sheet and as placement services fee expense on the statements of operations. The Company has not recorded any amounts related to the $450,000 cash fee as of December 31, 2022 as it is contingent upon the closing of the Business Combination. Consulting Agreement In June 2022, the Company entered into a consulting agreement. During the term of the agreement, the Consultant will advise the Company concerning matters related to qualifying business combinations, including services such as de-SPAC readiness assessment, post transaction close preparation advisory, the overall capital markets climate related to global macroeconomic conditions, world leading exchanges, potential competitors, and general advice with respect to the business. The Company will pay the Consultant compensation in the form of $15,000 per month. Upon closing of an initial business combination, the Company will pay the Consultant a one-time success fee cash bonus of $25,000. Additionally, at the successful close of a business combination, the Company will pay a cash bonus of $50,000 if certain criteria are met for redemptions. Payment to the Consultant for any cash bonus fee is dependent upon the closing of an initial business combination. In November 2022, the Company terminated the agreement with the Consultant in accordance with the terms of the agreement. For the twelve months ended December 31, 2022, the Company incurred $64,353 under this agreement, of which $15,000 remains payable and is accrued for within accounts payable. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Line Items] | ||
Stockholders' Deficit | 18. Shareholders’ Equity On September 28, 2023, the Company held its annual general meeting and all agenda items were adopted, including an amendment to the share capital, such that the authorized capital was increased to €2,000,000 divided into 100,000,000 ordinary shares of €0.01 each and 100,000,000 preferred shares of €0.01 each. Preferred Shares As of September 30, 2023, the Company had 100,000,000 preferred shares authorized, with no Ordinary Shares As of September 30, 2023, the Company had 100,000,000 ordinary shares authorized, with 26,325,738 ordinary shares issued and outstanding. There were no Warrants As of September 30, 2023, warrants to purchase up to 43,500 shares of ordinary shares were issued and outstanding. These warrants related to financing activities and were recorded as a debt discount using the relative fair value method, which is amortized to using the effective interest method to interest expense over the term of the related debt instrument. The Company did not issue any additional warrants in 2023 and 16,884 warrants expired during the third quarter of 2023. Warrants Weighted Average Weighted Average Outstanding - December 31, 2022 220,182 $ 2.45 0.55 Issued during the year - - - Expired during the year (176,682 ) - - Outstanding - September 30, 2023 43,500 2.45 0.87 Exercisable - September 30, 2023 43,500 $ 2.45 $ 0.87 | 17. Shareholders’ Equity Common Stock Issuances: In January 2021, the Company completed a private placement, consisting of a share capital increase for a total amount of $28.3 million, by issuing 13,636,364 Shares, with a nominal value of $0.012 (€0.01) each, at a subscription price of $2.44 (kr20.60) per share. In January 2021, the Company approved the assignment of three convertible promissory notes, in the principal amounts of $500 thousand, $250 thousand, and $236 thousand, respectively, from the Company’s subsidiary, Altam Inc., to the Company and the subsequent conversion of those three notes, resulting in the issuance of 295,920 ordinary shares of the Company. In June 2021, the Company granted warrant extensions to IDC DR Fund. In June of 2021, the Company completed a private placement consisting of a share capital increase for a total amount of $7.0 million (kr70 million), by issuing 2,500,000 shares, with a nominal value of $0.012 (€0.01) each, at a subscription price of $3.27 per share (NOK28 per share). In June 2021, the Company approved the assignment of a convertible promissory note, in the principal amounts of $236 thousand, from the Company’s subsidiary, Altam Inc., to the Company and the subsequent conversion of that note, resulting in the issuance of 70,920 ordinary shares of the Company. In August 2021, the Company approved the assignment of 50,000 ordinary shares to Unisun principals as part of the business combination with Unisun. These shares have a fair value of $152 thousand calculated based on the share price of $3.05, as of the date of issuance. On December 8, 2021, the Company granted 43,000 stock options to the Company’s directors, employees, and consultants under the 2021 Plan, which immediately vested on the grant date and have a contractual term of 10 years. In June 2022, the Company approved the assignment of 30,000 ordinary shares to Cloudfield, a consulting firm, principal as compensation for services provided. These shares have a fair value of $63 thousand calculated based on the share price of $2.12, as of the date of issuance. Warrants As of December 31, 2022 and 2021, warrants to purchase up to 220,182 and 817,704 respectively, shares of restricted Class A common stock were issued and outstanding. These warrants related to financing activities and were recorded as a debt discount using the relative fair value method, which is amortized to using the effective interest method to interest expense over the term of the related debt instrument. The company did not issue any additional warrants in 2022 and 597,522 warrants expired during 2022. Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding – December 31, 2021 817,704 $ 2.45 1.11 Issued during the year — — — Expired during the year (597,522 ) — — Outstanding – December 31, 2022 220,182 2.45 0.55 Exercisable – December 31, 2022 220,182 $ 2.45 0.55 |
Clean Earth Acquisitions Corp [Member] | ||
Stockholders' Deficit [Line Items] | ||
Stockholders' Deficit | 6) Note 6. Stockholders’ Deficit On February 23, 2022, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Under the Certificate of Incorporation, the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Company is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A common stock (the “Class A Common Stock”), and (ii) 10,000,000 shares of Class B common stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). In connection with the Special Meeting where stockholders approved of the Charter Amendment Proposal, stockholders properly elected to redeem an aggregate of 14,852,437 shares of Class A Common Stock at a redemption price of approximately $10.38 per share (the “Redemption”), for an aggregate redemption amount of $154,152,327. Following the Redemption, $84,562,944 remained in the Company’s trust account (the “Trust Account”), not including any Extension Payments. Preferred stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no Class A common stock— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each common share. At September 30, 2023 and December 31, 2022, there were 890,000 shares of Class A common stock issued or outstanding, excluding 8,147,563 and 23,000,000 shares of Class A common stock issued and outstanding subject to possible redemption, respectively. Class B common stock— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On August 17, 2021, our sponsor purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate purchase price of $25,000 or approximately $0.004 per share (the “Founder Shares”). On February 7, 2022, we effected a 1:1.33333339 stock split of our Class B common stock, resulting in our initial stockholders holding 7,666,667 Founder Shares as of September 30, 2023 and December 31, 2022. All share and per-share amounts have been retroactively restated to reflect the stock split. With respect to any matter submitted to a vote of our stockholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. The shares of Class B common stock will automatically convert into Class A common stock at the time of Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement-equivalent shares and warrants underlying units issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. Rights— Each holder of a right will automatically receive one-tenth (1/10) of one share of Class A common stock upon consummation of a Business Combination, even if the holder of a right redeemed all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Certificate of Incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a right will be required to affirmatively exchange his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination by the Termination Date and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants— Each whole warrant entitles the registered holder to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination. The warrants will expire five The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file a post-effective amendment to the registration statement or a new registration statement with the SEC covering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to the shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● provided that the reference value of the Class A common stock equals or exceeds $18.00 per share; and ● either there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants may be exercised for cash or on a “cashless basis”, the Private Warrants and the Class A common stock issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A Common Stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. | Note 6. Stockholders’ Equity (Deficit) On February 23, 2022, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Under the Certificate of Incorporation, the total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Company is authorized to issue is 111,000,000 shares, consisting of (a) 110,000,000 shares of common stock (the “Common Stock”), including (i) 100,000,000 shares of Class A common stock (the “Class A common stock”), and (ii) 10,000,000 shares of Class B common stock (the “Class B common stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). Preferred stock no Class A common stock Class B common stock With respect to any matter submitted to a vote of our stockholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Class A common stock will vote together as a single class, with each share entitling the holder to one vote. The shares of Class B common stock will automatically convert into Class A common stock at the time of Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement-equivalent shares and warrants underlying units issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. Rights The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file a post-effective amendment to the registration statement or a new registration statement with the SEC covering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to the shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● provided that the reference value of the Class A common stock equals or exceeds $18.00 per share; and ● either there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants may be exercised for cash or on a “cashless basis”, the Private Warrants and the Class A common stock issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. |
Income Tax
Income Tax | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | ||
Income Tax | 21. Income Tax Provision The tax effects of temporary differences and carryovers that give rise to significant components of net deferred tax assets are as follows. Deferred Tax Assets 2022 2021 (in thousands) NOL Carryforward $ 10,745 $ 7,417 Capital Loss Carryforward 104 104 Stock Compensation 100 88 Interest Expenses 3,026 820 Lease Liabilities 1,907 — Asset basis differences 582 656 Total Deferred Tax Assets 16,464 9,085 Less: Valuation Allowance $ (14,558 ) $ (9,085 ) Net Deferred Tax Assets 1,906 — Deferred tax liabilities Right of use assets (1,907 ) — Net deferred tax assets (liabilities) — — Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Rate Reconciliation 2022 2021 Book Loss Before Tax $ (36,279 ) $ (18,415 ) US Federal Tax: 21% (7,619 ) (3,867 ) State Taxes, net of federal income tax effect: 12.60% — — Tax Effect of: Permanent Differences 2,577 — Reversal/Addition of the Prior year tax 578 (2,039 ) Tax rate change — — Expiration of Unused Capital Loss Carryforward — — Change in valuation allowance 5,473, 5,707 Foreign tax rate differential (1,004 ) 199 Provision For Income Taxes $ 5 $ — As of December 31, 2022 the Company has U.S. federal net operating loss carryovers of $14.9 million, less than $1 million of which will expire at various dates beginning in 2034 through 2037 if not utilized. Approximately $14 million of US federal net operating loss carryovers were generated in taxable years beginning after 2017 and have an unlimited carryforward period. As a result of Tax Cuts and Jobs Act (“TCJA”) passed in 2017, net operating losses generated after 2017 have indefinite lives but limited in use to 80% of taxable income each year. Additionally, as of December 31, 2022, the Company has U.S. federal capital loss carryovers of $496 thousand, which will expire in 2023, if not utilized against capital gain. In accordance with Section 382 of the Internal Revenue Code (“IRC”), deductibility of the Company’s U.S. net operating loss carryovers may be subject to an annual limitation in the event of an ownership change as defined under the IRC Section 382 regulations. The Company is in the process of analyzing the changes in its capital structure to determine whether IRC Section 382 applies, and the effect this potential application has on the use of its net operating loss carryovers. The Company also had foreign net operating loss carryovers of $53.3 million, which includes net operating loss carryovers of $36.7 million and $10.4 million in Ireland and Romania, respectively. The net operating loss carryover in Romania of $10.4 million expires in 2028. The remaining foreign net operating loss carryovers have unlimited carryforward periods. In connection with the Company’s adoption of ASC 842, the Company has deferred tax liabilities related to the right of use with respect to leased assets, and deferred tax assets related to corresponding lease liabilities. Significant components of such assets and liabilities are as follows: Netherlands $596 thousand Poland $993 thousand USA $175 thousand Other $143 thousand In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022, the change in valuation allowance was $5.4 million. The valuation allowance was $14.5 million and $9.09 million as of December 31, 2022 and 2021. U.S. income tax has not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that is indefinitely reinvested outside the United States. This amount becomes taxable upon a sale of the subsidiary in certain circumstances. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. The Company’s non-US subsidiaries are in an accumulated deficit position. As a result of the TJCA, the Company is subject to the Global Intangible-Low Taxed Income Tax, or “GILTI.” Provisions. Pursuant to GILTI, the Company would be required to include foreign subsidiary positive earnings in taxable income whether distributed, subject to certain exclusions. Due to foreign subsidiary deficits incurred in 2022, the Company is not required to include GILTI in computing its 2022 US taxable income. Penalties and interest assessed by income tax authorities would be included in income tax expense. For the period ended December 31, 2022, the Company did not incur any penalties or interest. As of December 31, 2019, the Company accrued $180 thousand related to noncompliance of administrative filings for their foreign entities for the periods 2012 – 2017 which remains open and recorded on the balance sheet as of December 31, 2022 and 2021. The Company has no unrecognized tax benefits as of December 31, 2022 and 2021. The Company has not taken uncertain tax positions in the filing of its respective entities’ tax returns. | |
Clean Earth Acquisitions Corp [Member] | ||
Income Tax [Line Items] | ||
Income Tax | Note 7. Income Tax During the nine months ended September 30, 2023 and 2022, the Company recorded a tax provision of $853,922 and $278,308, respectively. The effective tax rate for the nine months ended September 30, 2023 and 2022 was 20.86% and (47.94)%, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded a tax provision of $222,209 and $228,946, respectively. The effective tax rate for the three months ended September 30, 2023 and 2022 was 96.85% and 276.34%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21.0% primarily due to the change in valuation allowance against deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of September 30, 2023 and December 31, 2022, the Company has recorded a full valuation allowance against its net deferred tax assets. | Note 7. Income Tax The following presents the components of the income tax provision for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Current - Federal $ 647,731 Current - State — Deferred - Federal (499,117 ) Deferred - State — Change in Valuation Allowance 499,117 Income Tax Provision $ 647,731 The following presents the reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Statutory U.S. federal income tax rate 21.00 % Change in valuation allowance 70.53 % Income tax provision 91.53 % The following presents the Company’s net deferred tax assets at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Capitalized start-up costs $ 499,651 Net operating loss carryforward — Total deferred tax assets 499,651 Valuation allowance (499,651 ) Deferred tax assets $ — As of December 31, 2022 the Company has no federal or state net operating loss carryforwards. Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2022. The following presents the Company’s valuation allowance for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Valuation allowance at beginning of year $ 534 Increases recorded to income tax provision 499,117 Decreases recorded to income tax provision — Valuation allowance at end of year $ 499,651 The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business in. ASC 740-10 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Uncertain tax positions are recorded as liabilities in accordance with ASC 740-10 and are adjusted upon the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022, there are no uncertain tax positions recorded in the financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statements of operations as required. As of December 31, 2022, there were no significant accrued interest or penalties. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from inception. The resolution of tax matters is not expected to have a material effect on the Company’s financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Clean Earth Acquisitions Corp [Member] | ||
Fair Value Measurements [Line Items] | ||
Fair Value Measurements | Note 8. Fair Value Measurements Cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The following table presents the fair value information, as of September 30, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: As of September 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 86,038,091 $ — $ — As of December 31, 2022 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 235,586,028 $ — $ — The tables below represent the carrying value, fair value and fair value hierarchy category of certain financial assets and liabilities that are recorded at fair value in the Company’s condensed balance sheets for the periods. The promissory notes with related parties are classified as Level 2 measurements as the inputs underlying the conversion options would largely be driven by the fair value of Class A common stock and Public Warrants for which quoted prices are observable in active markets. As of September 30, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 1,703,500 $ 1,703,500 $ — $ 1,703,500 $ — As of December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 806,170 $ 806,170 $ — $ 806,170 $ — | Note 8. Fair Value Measurements At December 31, 2022, the Company’s marketable securities held in the Trust Account were valued at $235,586,028. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The following table presents the fair value information, as of December 31, 2022, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on realized gains on U.S. Treasury Bills, reinvestments of dividend income on money market funds, and market fluctuations in the value of invested money market fund marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 235,586,028 $ — $ — Measurement The Company established the initial fair value for the cash and marketable securities held in the Trust Account on February 28, 2022, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on February 28, 2022, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | ||
Subsequent Events | 22. Subsequent Events Management has evaluated subsequent events that have occurred through November 10, 2023, which is the date the financial statements were available to be issued and has determined that there were no subsequent events that required recognition or disclosure in the financial statements as of and for the period ended September 30, 2023, except as disclosed In October 2023, the Company approved the issuance by one of its US subsidiaries of secured debt in the principal amount of $3,150,000 for an original purchase price of $2,205,000 and having a maturity date of no later than June 30, 2024. The holder of the note has also been granted the right to receive warrants, conditional upon, and only issued at, the close of the business combination between the Company and Clean Earth Acquisitions Corp. (CLIN) to purchase up to (i) 100,000 shares of common stock of CLIN at an exercise price of $11.50 per share and having a 5 year term, and (ii) 300,000 shares of common stock of CLIN at an exercise price of $0.01 per share and having a 3 year term. Alternatively, should the business combination not be complete by the expiry date, the holder will be issued warrants to purchase up to 394,819 ordinary shares of Alternus Energy Group at an exercise price of NOK 5.00 per share and having a 10-year term. The debt is secured by a parent company guarantee and Chief Executive Officer and primary insider, Vincent Browne, has pledged certain shares. Also in October of 2023, the bondholders voted to approve the resolutions for the extension of the waivers to the Solis Bond Terms to December 16, 2023. In November 2023, the Company approved the issuance by one of its US subsidiaries of secured debt in the principal amount of $3,302,810 for an original purchase price of $2,972,529 and having a maturity date of no later than April 28, 2024 . | 23. Subsequent Events Management has evaluated subsequent events that have occurred through April 13, 2023, which is the date the financial statements were available to be issued and has determined that there were no subsequent events that required recognition or disclosure in the financial statements as of and for the year ended December 31, 2022, except as disclosed below. On January 24, 2023, Alternus Energy Group Plc announced the filing by Clean Earth Acquisitions Corp. (“Clean Earth”) (NASDAQ: CLIN), a publicly traded special purpose acquisition company, of a Proxy Statement with the U.S. Securities and Exchange Commission (“SEC”) relating to the previously announced proposed business combination of Alternus Energy and Clean Earth. On January 24 , On January 11, 2023 the Company issued a €1 million (approximately $1.07 million) note with a 20% annual interest rate and a maturity on February 1. 2023. The loan was repaid on February 1,2023. On February 27, 2023, Mr. John Masdal resigned as a member of the Board of Directors of Alternus Energy Group Plc. On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. As of the date of this filing, Solis and a large portion (49%) of the bond holders have agreed in principle to terms of the temporary waivers. In return for the waivers until 30 June 2023 and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing), Alternus is to raise additional equity and/or issue a subordinated loan of €14 million by May 15, 2023. If no firm term sheet for the equity or subordinated loan is in place by April 21, 2023, the Company has agreed to commence a Norwegian equity offering. Alternatively, Solis also has the option to divest a minimum of €50 million of assets by April 21, 2023, with sales proceeds to be used for a partial redemption of the bonds (at a redemption/call price of 105% until June 30, 2023 and 107.5% thereafter). In addition to the equity/sales cures, bondholders will also, no later than April 30, 2023, receive a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10 million, and Midco will divest assets to ensure repayment of the €10 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. |
Clean Earth Acquisitions Corp [Member] | ||
Subsequent Events [Line Items] | ||
Subsequent Events | Note 9. Subsequent Events On November 13, 2023, the Company withdrew $380,000 of funds from the Trust Account as allowed for tax payment obligations. On October 8, 2023, November 1, 2023 and November 6, 2023 the Company drew down an additional $100,000, $10,000 and $40,000 on the Second WC Promissory Note, respectively, bringing the outstanding balance to $223,500 with $426,500 available borrowing capacity. | Note 9. Subsequent Events On March 24, 2023, the Company entered into a capital markets advisory services agreement with a capital markets advisor (the “Advisor”). The agreement is from the execution date of the agreement until the date that is 12 months following the closing of the business combination between the Company and the Seller. The advisory fee is a minimum $500,000 with a placement agent fee equal to 4.0% of the gross proceeds received from the sale of the Company’s equity or equity-linked securities. The advisory fee is payable in cash at the time of and as a condition to the closing of the Company’s business combination transaction with the Seller. Advisory fees can be up to a maximum of $1,000,000 depending on the amount of equity raised, as defined by the gross proceeds available to the post-business combination company immediately after the closing of the Business Combination. On March 27, 2023, the Company entered into an investor relations agreement with an investor relations firm. The term of this agreement begins on April 1, 2023 and will continue until the earlier of (i) the closing of the business combination transaction with the Seller. Or (ii) December 31, 2023. The investor relations fee is $3,000 per month. |
Going Concern and Management's
Going Concern and Management's Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Going Concern And Managements Plans Abstract | ||
Going Concern and Management's Plans | 2. Going Concern and Management’s Plans Our consolidated financial statements for the period ended September 30, 2023, identifies the existence of certain conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report: The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during the period ended September 30, 2023, the Company had net loss of ($26.8) million and a net loss of ($36.2) million for the year ended December 31, 2022. The Company was in breach of three financial covenants under Solis’ Bond terms as of December 31, 2022 and September 30, 2023. The Company had total shareholders’ equity/(deficit) of ($47.0) million as of September 30, 2023 and ($20.8) million at December 31, 2022 The Company had $3.9 million of unrestricted cash on hand as of September 30, 2023. Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditors, respectively. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on the Company and its viability and prospects. The terms of our indebtedness, including the covenants and the dates on which principal and interest payments on our indebtedness are due, increases the risk that we will be unable to continue as a going concern. To continue as a going concern over the next twelve months, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance or restructure any or all of the agreements governing our indebtedness, and/or (iii) otherwise secure additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans. As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. The Solis Bond is senior secured through a first priority pledge on the shares of Solis and its subsidiaries, a parent guarantee from Alternus Energy Group Plc, and a first priority assignment over any intercompany loans. In April 2023 the bond holders approved a temporary waiver and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing). In addition, bondholders received a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10.0 million, and Midco will divest assets to ensure repayment of the €10.0 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. On June 5, 2023, the bondholders approved an extension to the waiver to September 30, 2023 and the bond trustee was granted certain additional information rights and the right to appoint half of the members of the board of directors of Solis, in addition to the members of the board appointed by Alternus. Under the waiver agreement, as extended, Solis must fully repay the Solis Bond by September 30, 2023. If Solis is unable to fully repay the Solis Bond by September 30, 2023, Solis’ bondholders have the right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to sell Solis’ assets to recoup the full amount owed to the bondholders, which as of September 30, 2023 is $159.0 million (approximately €$150.0). If the ownership of Solis and all of its subsidiaries were to be transferred to the Solis bondholders, the majority of Alternus’ operating assets and related revenues and EBIDTA would be eliminated. On October 16 2023, bondholders approved to further extend the temporary waiver to December 16, 2023. As such, the Solis bond debt is currently recorded as short-term debt. Solis has engaged Pareto Securities AS to explore a refinancing of the bond. The Company has also engaged a leading global firm to support a potential sale of some or all of the assets. The refinancing may be completed in conjunction with a potential sale of certain assets in Solis. We are in advanced discussions with numerous third parties around both the potential refinancing and/or sale of the Solis assets. There are no definitive refinancing or sale agreements executed as of the date of this report and there is no guarantee that these processes will be complete by the Solis Extension date or at all. | 2. Going Concern and management’s plans Our consolidated financial statements for the year ended December 31,2022 identifies the existence of certain conditions that raise substantial doubt about our ability to continue as a going concern for twelve months from the issuance of this report: The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during the year ended December 31, 2022, the Company had net loss of $(36.2) million and a net loss of $(18.9) million for the year ended December 31, 2022 and 2021, respectively. The Company was in breach of three financial covenants under Solis’ Bond terms as of December 31, 2022, refer to Footnote 13 for more detail. The Company had accumulated shareholders’ equity/(deficit) of $(20.8) million and $16.6 million as of December 31, 2022 and December 31, 2021, respectively, and a working capital (deficit) of $(28.1) million as of December 31, 2022 compared to working capital of $9.1 million as of December 31, 2021 At December 31, 2022, the Company had $3 million of unrestricted cash on hand. Our operating revenues are insufficient to fund our operations and our assets already are pledged to secure our indebtedness to various third party secured creditors, respectively. The unavailability of additional financing could require us to delay, scale back or terminate our acquisition efforts as well as our own business activities, which would have a material adverse effect on the Company and its viability and prospects. The terms of our indebtedness, including the covenants and the dates on which principal and interest payments on our indebtedness are due, increases the risk that we will be unable to continue as a going concern. To continue as a going concern over the next twelve months, we must make payments on our debt as they come due and comply with the covenants in the agreements governing our indebtedness or, if we fail to do so, to (i) negotiate and obtain waivers of or forbearances with respect to any defaults that occur with respect to our indebtedness, (ii) amend, replace, refinance or restructure any or all of the agreements governing our indebtedness, and/or (iii) otherwise secure additional capital. However, we cannot provide any assurances that we will be successful in accomplishing any of these plans On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. As of the date of this filing, Solis and a large portion (49%) of the bond holders have agreed in principle to terms of the temporary waivers. In return for the waivers until 30 June 2023 and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing), Alternus is to raise additional equity and/or issue a subordinated loan of €14 million by May 15, 2023. If no firm term sheet for the equity or subordinated loan is in place by April 21, 2023, the Company has agreed to commence a Norwegian equity offering. Alternatively, Solis also has the option to divest a minimum of €50 million of assets by April 21, 2023, with sales proceeds to be used for a partial redemption of the bonds (at a redemption/call price of 105% until June 30, 2023 and 107.5% thereafter). In addition to the equity/sales cures, bondholders will also, no later than April 30, 2023, receive a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10 million, and Midco will divest assets to ensure repayment of the €10 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. |
Business Combination and Acquis
Business Combination and Acquisitions of Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Acquisitions of Assets [Abstract] | ||
Business Combination and Acquisitions of Assets | 4. Business Combination and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations Acquisition of RA01 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $1.1 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $1.0 million of property and equipment and $0.1 million of other assets. Acquisition of Gardno Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $6.6 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $6.4 million of property and equipment, and $0.2 million of other assets. Acquisition of Gardno 2 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $4.4 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $4.3 million of property and equipment, and $0.1 million of other assets. | 4. Business Combination and Acquisitions of Assets The Company applies the definition of a business in ASC 805, Business Combinations There were no business combinations in 2022. Acquisition of RA01 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $1.1 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $1 million of property and equipment and $0.1 million of other assets. Acquisition of Gardno Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $6.6 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $6.4 million of property and equipment, and $0.2 million of other assets. Acquisition of Gardno 2 Sp. Z.O.O. On March 24, 2022, the Company acquired a solar park portfolio located in Poland from a third party for a total purchase price, net of cash received, of $4.4 million. The transaction was accounted for as an acquisition of assets, whereby the Company acquired $4.3 million of property and equipment, and $0.1 million of other assets. |
Accounts Receivable
Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Accounts Receivable | 5. Accounts Receivable Accounts receivable relate to amounts due from customers for services that have been performed and invoices that have been sent. Unbilled energy incentives relate to services that have been performed for the customer but have yet to be invoiced. Accounts receivables, and unbilled energy incentives consist of the following (in thousands): September 30, December 31, 2023 2022 Accounts receivable 4,597 5,916 Unbilled energy incentives earned 5,883 4,954 Total 10,480 10,870 | 5. Accounts Receivables, Accounts receivables relate to amounts due from customers for services that have been performed and invoices that have been sent. Unbilled energy incentives relate to services that have been performed for the customer but have yet to be invoiced. Accounts receivables, and unbilled energy incentives consist of the following at December 31: Year Ended December 31, 2022 2021 (in thousands) Accounts receivable $ 5,916 $ 4,677 Unbilled energy incentives earned 4,954 3,139 $ 10,870 $ 7,816 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid Expenses and Other Current Assets | 6. Prepaid Expenses and Other Current Assets Prepaid and other current expenses generally consist of amounts paid to vendors for services that have not yet been performed. Other receivable, prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Prepaid expenses and other current assets 1,326 2,871 Accrued Revenue 1,631 591 Other Receivable 3,187 947 Total 6,144 4,409 | 6. Prepaid Expenses and Other Current Assets Prepaid and other current expenses generally consist of amounts paid to vendors for services that have not yet been performed. Accounts receivables, prepaid expenses and other current assets consist of the following at December 31 Year Ended December 31, 2022 2021 (in thousands) Prepaid expenses and other current assets 4,409 2,039 $ 4,409 $ 2,039 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Property and Equipment, Net | 7. Property and Equipment, Net As of September 30, 2023, the Company had $163 million of net investment in property and equipment, as outlined in the table below (in thousands): September 30, December 31, 2023 2022 Solar energy facilities 169,334 168,336 Building 1,077 1,076 Land 490 497 Leasehold improvements 120 118 Software and computers 456 335 Furniture and fixtures 435 281 Vehicle and other 34 - Asset retirement 1,340 1,345 Construction in progress 10,489 5,227 Total property and equipment 183,775 177,215 Less: Accumulated depreciation (20,644 ) (15,422 ) Total 163,131 161,793 There was $1.9 million transferred from construction in progress to solar energy facilities during the nine-month period through September 30, 2023. Depreciation and Amortization expense for the nine-months ended September 30, 2023 was $5.6 million. | 7. Property and Equipment, Net As of December 31, 2022, the Company had $161.8 million of net investment in property and equipment, as outlined in the table below. Year Ended December 31, 2022 2021 (in thousands) Solar energy facilities $ 168,336 $ 153,399 Building 1,076 917 Land 497 527 Leasehold improvements 118 44 Software and computers 335 178 Furniture and fixtures 281 33 Asset retirement 1,345 588 Construction in progress 5,227 14,381 Total property and equipment 177,215 170,067 Less: Accumulated depreciation (15,422 ) (9,709 ) $ 161,793 $ 160,358 Depreciation and Amortization expense for the twelve months ended December 31, 2022 and 2021 was $7.2 million and $5.4 million respectively. |
Capitalized Development Cost an
Capitalized Development Cost and Other Long-Term Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capitalized Development Cost and Other Long-Term Assets [Abstract] | ||
Capitalized development cost and other long-term assets | 8. Capitalized development cost and other long-term assets Capitalized project costs are amounts paid to vendors that are related to the purchase and construction of solar energy facilities. Notes receivables and prepaids consist of amounts owed to the Company as well as amounts paid to vendors for services that have yet to be received by the Company. Capitalized cost and other long-term assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Capitalized development cost and other long-term assets 9,308 7,266 Other receivables - 1,272 Total 9,308 8,538 Capitalized development cost relates to various projects that are under development for the period. As the Company closes either a purchase or development of new solar parks, these development costs are added to the final asset displayed in Property, and Equipment. If the Company does not close on the prospective project, these costs are written off to Development Cost on the Consolidated Statement Operations and Comprehensive Income/(Loss). Notes receivable and other long term prepaids relates to various notes outstanding, security deposits and various smaller prepayments issued for the period. | 8. Capitalized development cost and other long-term assets Capitalized project costs are amounts paid to vendors that are related to the purchase and construction of solar energy facilities. Notes receivables and prepaids consist of amounts owed to the Company as well as amounts paid to vendors for services that have yet to be received by the Company. As of December 31, 2022 and 2021, the company had $8.5 million and $5.3 million of long-term assets as outlined in the table below: Year Ended December 31, 2022 2021 (in thousands) Capitalized development cost and other long-term assets $ 7,266 $ 3,286 Notes receivables and other long term prepaids 1,272 2,045 $ 8,538 $ 5,331 Capitalized development cost relates to various projects that are under development for the period. As the Company closes either a purchase or development of new solar parks, these development costs are added to the final asset displayed in Property, and Equipment. If the company does not close on the prospective project, these cost are written off to Development Cost on the Consolidated Statement Operations and Comprehensive Income/(Loss). Refer to Note 18 for discussion of Development Cost in 2022. Notes receivable and other long term prepaids relates to various notes outstanding, security deposits and various smaller prepayments issued for the period. |
Goodwill
Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Goodwill | 9. Goodwill There were no business combinations for the period ended September 30, 2023. The goodwill was partially offset by a foreign exchange loss of $15 thousand, resulting in a total balance of goodwill of $1.7 million. Goodwill activity consisted of the following during the period ended September 30, 2023: Activity (in thousands) Goodwill - Balance January 1, 2022 $ 1,903 Additions - Impairment - Foreign currency translation adjustment (145 ) Goodwill - Balance December 31, 2022 $ 1,758 Additions - Impairment - Foreign currency translation adjustment (15 ) Goodwill - Balance September 30, 2023 $ 1,743 | 9. Goodwill There were no business combinations for the year ended December 31, 2022. In 2021 the Company’s goodwill balance increased relating to the Unisun business combination in April 2021, resulting in the acquisition of $0.7 million of goodwill. The goodwill was partially offset by foreign exchange loss of $104 thousand, resulting in a total balance of goodwill of $1.9 million. Goodwill activity consisted of the following during the years ended December 31, 2022 and 2021: Activity (in thousands) Goodwill - Balance January 1, 2021 $ 1,350 Additions 657 Impairment — Foreign currency translation adjustment (104 ) Goodwill - Balance January 1, 2022 $ 1,903 Additions — Impairment — Foreign currency translation adjustment (145 ) Goodwill - December 31, 2022 $ 1,758 |
Accounts Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable [Abstract] | |
Accounts Payable | 10. Accounts Payable Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Accounts payable consist of the following (in thousands): September 30, December 31, 2023 2022 Accounts payable 11,854 14,438 Total 11,854 14,438 |
Deferred Income
Deferred Income | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Income [Abstarct] | |
Deferred Income | 11. Deferred Income Deferred income relates to income related to Green Certificates from Romania that have been received but not sold. Deferred income consist of the following (in thousands): September 30, December 31, 2023 2022 Deferred income 5,883 4,954 Total 5,883 4,954 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | ||
Accrued Liabilities | 12. Accrued Liabilities Accrued expenses relate to various accruals for the entire group. Accrued interest represents the interest in debt not paid in the period ended September 30, 2023. Accrued liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued expenses - other 11,931 4,265 Accrued interest 8,731 5,269 Accrued payroll 1,859 350 Total 22,521 9,884 | 10. Accounts Payable, Deferred Income Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Deferred income relates to income related to Green certificates from Romania that have been received but not sold. Accounts payable and deferred income consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Accounts payable $ 14,438 $ 12,441 Deferred income 4,954 3,139 $ 19,392 $ 15,580 |
Taxes Recoverable and Payable
Taxes Recoverable and Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Taxes Recoverable and Payable [Abstract] | ||
Taxes Recoverable and Payable | 13. Taxes Recoverable and Payable Taxes recoverable and payable consist of VAT taxes payable and receivable from various European governments through group transactions in these countries. Taxes recoverable consist of the following (in thousands): September 30, December 31, 2023 2022 Taxes recoverable 2,620 1,876 Less: Taxes payable (1,200 ) (1,135 ) Total 1,420 741 | 12. Taxes Recoverable and Payable Taxes recoverable and payable consist of VAT taxes payable and receivable from various European governments through group transactions in these countries. Taxes recoverable consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Taxes recoverable $ 1,876 $ 5,461 Less: Taxes payable 1,135 1,734 $ 741 $ 3,727 |
Green Bonds, Convertible and No
Green Bonds, Convertible and Non-convertible Promissory Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Green Bonds, Convertible and Non-convertible Promissory Notes [Abstract] | ||
Green Bonds, Convertible and Non-convertible Promissory Notes | 14. Green Bonds, Convertible and Non-convertible Promissory Notes The following table reflects the total debt balances of the Company as September 30, 2023 and December 31, 2022. (in thousands): As of As of 2023 2022 (in thousands) Green bonds 159,291 149,481 Convertible debt, secured 11,483 9,609 Senior secured debt and promissory notes 40,521 33,500 Total debt 211,295 192,590 Less current maturities (197,112 ) (21,631 ) Long term debt, net of current maturities 14,183 170,959 Current maturities 197,112 21,631 Less current debt discount (2,194 ) (4,335 ) Current maturities net of debt discount 194,918 17,296 Long-term maturities 14,183 170,959 Less long-term debt discount (2,707 ) (197 ) Long-term maturities net of debt discount 11,476 170,762 During the period ended December 31, 2022, the Company incurred approximately $200 thousand of debt issuance cost related to the green bonds discussed below. The Company incurred debt issuance costs of $4.9 million during the period ended September 30, 2023. Debt issuance costs are recorded as a debt discount and are amortized to interest expense over the life of the debt, upon the close of the related debt transaction, in the Consolidated Balance Sheet. Interest expense stemming from amortization of debt discounts for the nine-months ended September 30, 2023 was $3.4 million and for the year ending December 31, 2022 was $4.4 million. Five-year debt maturities schedule (in thousands) 2023 Sep 1 - Dec 31 2024 2025 2026 2027 Thereafter Total Gross Debt $ 178,002 $ 22,482 $ 2,848 $ 890 $ 890 $ 6,183 $ 211,295 Total $ 178,002 $ 22,482 $ 2,848 $ 890 $ 890 $ 6,183 $ 211,295 Senior secured debt: In January 2020, GRT 1.1 GmbH entered into a senior secured loan of approximately $825 thousand with DKB Bank in Germany. The relates to and is secured by the acquisition of 1 photovoltaic installation as part of the GRT GmbH acquisition, with a stated interest rate of 2.05% and payments of principal and interest due quarterly. This loan matures in September 2039. The principal outstanding was $592 thousand and $660 thousand as of September 30, 2023 and December 31, 2022, respectively. In January 2020, ALTN HoldCo UG entered into a construction financing loan with the opportunity to borrow up to $3.6 million from DKB Bank in Germany. During 2020 the Company made draws from the loan totaling $1.3 million. The loan relates to and is secured by the construction of 6 photovoltaic installations in Germany with a stated interest rate of 1.74%. This loan matures in September 2039. The principal outstanding was $1.2 million and $1.2 million as of September 30, 2023 and December 31, 2022, respectively. In May 2022, AEG MH02 entered into a loan agreement with a group of private lenders of approximately $10.8 million with an initial stated interest rate of 8% and a maturity date of May 31, 2023. In February 2023, the loan agreement was amended stating a new interest rate of 16% retroactive to the date of the first draw in June 2022. In May 2023, the loan was extended and the interest rate was revised to 18% from June 1, 2023. In July 2023, the loan agreement was further extended to October 31, 2023. Due to these addendums, $551 thousand of interest was recognized in the period ended September 30, 2023. The Company had principal outstanding of $10.6 million and $10.7 million as of September 30, 2023 and December 31, 2022, respectively. In June 2022, Alt US 02, a subsidiary of Alternus Energy Americas entered into an agreement as part of the transaction with Lightwave Renewables, LLC to acquire rights to develop a solar park in Tennessee. The Company entered into a construction promissory note of $5.9 million with a variable interest rate of prime plus 2.5% and an extended maturity date of September 29, 2023. The Company had principal outstanding of $4.3 million and $2.8 million as of September 30, 2023 and December 31, 2022, respectively. On February 28, 2023, Alt US 03, a subsidiary of Alternus Energy Americas, entered into an agreement as part of the transaction with Sunrise Development, LLC to acquire rights to develop a solar park in Tennessee. The Company entered into a construction promissory note of $920 thousand with a variable interest rate of prime plus 2.5% and due February 29, 2024. The Company had principal outstanding of $715 thousand as of September 30, 2023. In July 2023, one of the Company’s US subsidiaries acquired a 32 MWp solar PV project in Tennessee, known as “Dancing Horse” for $2.4 million financed through a bank loan having a six-month term, 24% APY, and maturity date of January 1, 2024. Dancing Horse is expected to start operating in Q1 2025. 100% of offtake is already secured by 30-year power purchase agreements with two regional utilities. The Company had a principal outstanding balance of $3.7 million as of September 30, 2023. In July 2023, one of the Company’s Spanish subsidiaries acquired a 32 MWp portfolio of Solar PV projects in Valencia, Spain, known as the “NF Projects” with an initial payment of $1.9 million, financed through a bank loan having a six-month term and accruing ’Six Month Euribor’ plus 2% margin, currently 5.9% interest. The portfolio consists of six projects in total: five of which, totaling 24.4 MWp, are expected to reach operation in Q2 2024, with the remaining project expected to achieve operation in Q1 2025. The Company had a principal outstanding balance of $1.9 million as of September 30, 2023. Promissory Note: On September 30, 2015, AEG Plc entered into an agreement as part of the transaction with World Global Assets Pte. Ltd. $492 thousand was assigned to various third parties as non-convertible promissory notes, with stated interest rate of 7.5% and a maturity date of December 31, 2020. The holder agreed to extend the maturity date of the debt through December 2022 and the principal balance continues to accrue interest at a stated rate of 7.5%. The Company had principal outstanding of $102 thousand as of September 30, 2023 and December 31, 2022, respectively. In October 2018, in order to complete additional solar park acquisitions in Germany, one of the Company’s subsidiaries, Altam Inc., entered into a debt agreement with a third-party accredited investor, in connection with one of the Company’s indirect German subsidiaries, PCG_HoldCo UG (PCG). The debt carries a stated interest rate of 12%, with principal and interest due at maturity, and a term of 2 years. The principal outstanding was $3.8 million and $3.62 million as of December 31, 2022 and 2021, respectively. The debt is currently past due. The Company began accruing interest at the default interest rate of 18% in October 2020 and accrued additional interest penalties in 2021 and 2022. The penalty interest is included in the Accrued Liabilities on the consolidated balance sheet. In October 2022, the Company entered into a loan agreement with the Bank of Ireland of approximately $2.0 million with an interest rate of 5.44%. The Company had a principal outstanding balance of $2.1 million as of September 30, 2023 and December 31, 2022. Convertible Promissory Notes: In March 2021, the Company approved the issuance of $10.2 million (€9 million) of secured convertible loan notes. The notes have a 3-year term, accrue annual interest at a 10% stated rate and require interest payments every nine months during the term. The notes are secured by a floating charge security over all property and assets of the Company, excluding the AEG ownership of Solis Bond Company DAC. All outstanding principal plus a premium of 120% is due 3 years from the date of issuance. The Company is entitled, at its sole option, to prepay the notes at a reduced premium of 110% on the second anniversary of the issuance. The principal balance outstanding was $9.5 million and $9.6 million at September 30, 2023 and December 31, 2022 respectively. In March 2023, the Company approved the issuance of $922 thousand of secured convertible debt in three tranches of $271 thousand, $271 thousand and $380 thousand, carrying a 14% annual interest rate. The holder of the notes will have the option, beginning 90 days after the close of the business combination between the Company and Clean Earth Acquisitions Corp. and until (i) the maturity date and (ii) such note is fully paid, to convert the full principal balance and any accrued but unpaid interest into 1,320,000 shares of common stock of Clean Earth Acquisitions Corp. Alternatively, should the business combination not complete by April of 2024, the holder has the right to convert the full principal balance and any accrued but unpaid interest into the Company’s ordinary shares at a conversion price of 9 NOK per share. In January 2023, Alternus Fundco, a subsidiary of AEG, Plc, entered into a $1.1 million (€1 million) convertible promissory note with a 10% interest maturing in January 2025. The holders of the notes will have the option, beginning 90 days after the close of the business combination between the Company and Clean Earth Acquisitions Corp. and until such note is fully paid, to convert the full principal balance and any accrued but unpaid interest into common stock of Clean Earth Acquisitions Corp. The conversion price for these shares is the per share market price on the date the noteholder informs the Company of his intention to convert the debt. The outstanding balance was $1.1 million (€1 million) as of September 30, 2023. There were no conversions of debt to equity in 2022 or for the period ended September 30, 2023. Other Debt: In January 2021, the Company approved the issuance by one of its subsidiaries, Solis, of a series of 3-year senior secured green bonds in the maximum amount of $242.0 million (€200.0 million) with a stated coupon rate of 6.5% + EURIBOR and quarterly interest payments. The bond agreement is for repaying existing facilities of approximately $40.0 million (€33 million), and funding acquisitions of approximately $87.2 million (€72.0 million). The bonds are secured by the Solis Bond Company’s underlying assets. The Company raised approximately $125.0 million (€110.0 million) in the initial funding. In November 2021, Solis Bond Company DAC, completed an additional issue of $24.0 million (€20.0 million). The additional issue was completed at an issue price of 102% of par value, corresponding to a yield of 5.5%. The Company raised $11.1 million (€10.0 million) in March 2022 at 97% for an effective yield of 9.5%. In connection with the bond agreement the Company incurred approximately $11.8 million in debt issuance costs. The Company recorded these as a discount on the debt and they are being amortized as interest expense over the contractual period of the bond agreement. As of December 31, 2022 and 2021, there was $149.5 million and $147.2 million outstanding on the Bond, respectively. As of September 30, 2023 and 2022 there was $148.2 million and $136.3 million outstanding on the Bond, respectively. As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. The Solis Bond carries a 3 months EURIBOR plus 6.5% per annum interest rate, and has quarterly interest payments, with a bullet payment to be paid on January 6, 2024. The Solis Bond is senior secured through a first priority pledge on the shares of Solis and its subsidiaries, a parent guarantee from Alternus Energy Group Plc, and a first priority assignment over any intercompany loans. In April 2023 the bond holders approved a temporary waiver and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing). In addition, bondholders received a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10.0 million, and Midco will divest assets to ensure repayment of the €10.0 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. On June 5, 2023, the bondholders approved an extension to the waiver to September 30, 2023 and the bond trustee was granted certain additional information rights and the right to appoint half of the members of the board of directors of Solis, in addition to the members of the board appointed by Alternus. Under the waiver agreement, as extended, Solis must fully repay the Solid Bond by September 30, 2023. If Solis is unable to fully repay the Solis Bond by September 30, 2023, Solis’ bondholders have the right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to sell Solis’ assets to recoup the full amount owed to the bondholders, which as of September 30, 2023 is currently €150,000,000 (approximately $159,000,000). If the ownership of Solis and all of its subsidiaries were to be transferred to the Solis bondholders, the majority of Alternus’ operating assets and related revenues and EBIDTA would be eliminated. On October 16 2023, bondholders approved to further extend the temporary waiver to December 16, 2023. As such, the Solis bond debt is currently recorded as short-term debt. In consideration for the extension the Company agreed to repay the bonds at 107.5 of par value. This incremental par value amount of $11.1 million is recognized as the “Solis bond waiver fee” on the Company’s Statement of Operations and Comprehensive Income and is an increase to the Green Bonds in Current Liabilities in the Company’s Consolidated Balance Sheet. This was a non-cash transaction that resulted in an increase to the Company’s debt balance, and is treated as reconciling item to Net Loss on the Company’s Consolidated Statement of Cash Flows. Solis has engaged Pareto Securities AS to explore a refinancing of the bond. The Company has also engaged a leading global firm to support a potential sale of some or all of the assets. The refinancing may be completed in conjunction with a potential sale of certain assets in Solis. We are in advanced discussions with numerous third parties around both the potential refinancing and/or sale of the Solis assets. There are no definitive refinancing or sale agreements executed as of the date of this report and there is no guarantee that these processes will complete by the Solis Extension date or at all. In April 2021, the Company acquired 60% of the share capital of a Netherlands company, Unisun Energy Holding B.V. Unisun owns a building with an outstanding mortgage loan of $488 thousand (€432 thousand) as of December 31, 2022. The mortgage loan on the building carries an interest rate of 6.5%, principal and interest is due monthly through December 2039. In August 2021, the Company’s subsidiary, Blue Sky Energy, entered into an agreement with ING Bank, Netherlands for financing the Rotterdam Airport Project for approximately $9.5 million (€8.4 million). The loan has an interest rate of 1.55% per year for the first 10 years and increases to 2.19% per year for the remainder of the term. The loan matures in September 2036. The loan is secured by the airport project. The loan has an outstanding balance of $9.94 million as of December 31, 2022. In December 2021, the Company’s subsidiary, Alternus Energy Construction Holdings, entered into a $1.8 million (€1.6 million) secured note which matures in June 2023. The note proceeds were used to refund equity and costs associated with the Unisun acquisition and the Rotterdam Development Project Equity and is secured by the Rotterdam airport project. The note has an interest rate of 9%. The outstanding balance was $1.71 and $1.81 million at December 31, 2022 and 2021 respectively. On December 21, 2022, Alternus Energy Group’s wholly owned Irish subsidiaries, AEG JD 01 LTD and AEG MH 03 LTD entered in a financing facility with Deutsche Bank AG (“Lender”). This is a committed revolving debt financing of EUR 80,000,000 to finance eligible project costs for the acquisition, construction, and operation of installation/ready to build solar PV plants across Europe, including the capacity for the financing to be upsized via a EUR 420,000,000 uncommitted accordion facility to finance a pipeline of further projects across Europe with a total combined capacity of 600 MWp (the “Warehouse Facility”). The Warehouse Facility, which matures on the third anniversary of the closing date of the Credit Agreement (the “Maturity Date”), bears interest at Euribor plus an aggregate margin at a market rate for such facilities, which steps down by 0.5% once the underlying non-Euro costs financed reduces below 33.33% of the overall costs financed. The Warehouse Facility is not currently drawn upon, but a total of approximately EUR 1,800,000 in arrangement and commitment fees is currently owed to the Lender. Once drawn, the Warehouse Facility capitalizes interest payments until projects reach their commercial operations dates through to the Maturity Date; it also provides for mandatory prepayments in certain situations. | 13. Green Bonds, Convertible and Non-convertible Promissory Notes The following table reflects the total debt balances of the Company as December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Green bonds $ 149,481 $ 147,238 Convertible debt, secured 9,609 10,193 Senior secured debt and promissory notes 33,500 20,261 Total debt 192,590 177,692 Less current maturities (21,631 ) (6,077 ) Long term debt, net of current maturities 170,959 171,615 Less debt discount (4,532 ) (8,026 ) Long term debt, net of debt discount $ 166,427 $ 163,589 During the years ended December 31, 2022 and 2021, the Company incurred approximately $200 thousand and $4.5 million total in debt issuance costs respectively, related to the green bonds discussed below. The Company incurred immaterial debt issuance costs during the years ended December 31, 2022 and 2021 related to transactions other than the Green Bonds. Debt issuance costs are recorded as a debt discount, upon the close of the related debt transaction, in the Consolidated Balance Sheet. Interest expense stemming from amortization of debt discounts for the twelve months ended December 31, 2022 and 2021 was $4.4 million and $4.2 million, respectively. Five-year debt maturities schedule: (in thousands) 2023 2024 2025 2026 2027 Thereafter Total Gross Debt $ 21,631 $ 161,688 $ 890 $ 890 $ 890 $ 6,601 $ 192,590 Total $ 21,631 $ 161,688 $ 890 $ 890 $ 890 $ 6,601 $ 192,590 Related Party Convertible Note: In December 2017, as subsequently amended in February 2019, the Company entered into a convertible note with VestCo Corp., an entity owned and controlled by the Company’s CEO. The Company executed a Securities Purchase Agreement with VestCo Corp. and issued a convertible note with a principal amount of $292 thousand due at maturity on February 12, 2021. The note contained a 15% original issue discount (OID) and a 0% stated interest rate. The note was secured behind a third-party accredited investor via a US Uniform Commercial Code (UCC) US UCC filing on all assets of the Company. The note provided the holder a call option right exercisable at the earlier of (1) December 31, 2020 or (2) the achievement of certain share price milestones on a national stock exchange. The note provided the Company a redemption right exercisable upon the achievement of certain share price milestones on a national exchange. The note was convertible, at any time at the option of the holder, at $0.20 per share. In conjunction with the issuance of the related party convertible note, the Company issued a warrant to purchase 619,522 shares of the Company’s Class A common stock, exercisable at $0.25 per share, pre stock split, with a 4-year term. The Company recorded a debt discount of $79 thousand related to the warrant that was amortized as interest expense over the term of the note. As of December 31, 2021, the principal outstanding balance was $236 thousand. The note was converted by issuing 70,920 shares in June 2021 at $3.21 per share. Senior secured debt: In December 2018, PSM 20 GmbH & Co KG entered into a senior secured loan with Sparkasse Bank in Germany. The loan relates to and is secured by the acquisition of 7 photovoltaic installations as part of the PSM 20 GmbH & Co KG acquisition with a stated interest rate of 2.10% and a term of 18 years. The loan matures in December 2036. The principal outstanding was $2.43 million as of December 31, 2020 PSM 20 loan was settled in December 2021 for $56 thousand cash and the transfer of the assets from the 7 photovoltaic installations. In April 2018, PSM 40 GmbH & Co KG entered into a senior secured loan with GLS Bank in Germany for $2.5 million. The loan relates to and is secured by the acquisition of 6 photovoltaic installations as part of the PSM 40 GmbH & Co KG acquisition, with a stated interest rate of 2.0%, payments of principal and interest due monthly and a term of 18 years. This loan matures April 2036. GLS forgave this loan in consideration of selling the solar park to a third party. This transaction was completed in July 2022 and resulted in a $168 thousand loss on disposal of asset recognized on the Consolidated Statement of Operations and Comprehensive Income/(Loss). In January 2020, GRT 1.1 GmbH entered into a senior secured loan of approximately $825 thousand with DKB Bank in Germany. The relates to and is secured by the acquisition of 1 photovoltaic installation as part of the GRT GmbH acquisition, with a stated interest rate of 2.05% and payments of principal and interest due quarterly. This loan matures in September 2039. The principal outstanding was $660 thousand and $721 thousand as of December 31, 2022 and 2021, respectively. In January 2020, ALTN HoldCo UG entered into a construction financing loan with the opportunity to borrow up to $3.6 million from DKB Bank in Germany. During 2020 the Company made draws from the loan totaling $1.30 million. The loan relates to and is secured by the construction of 6 photovoltaic installations in Germany with a stated interest rate of 1.74%. This loan matures in September 2039. The principal outstanding was $1.23 million and $1.3 million as of December 31, 2022 and 2021, respectively. Promissory Note: On September 30, 2015, AEG Plc entered into an agreement as part of the transaction with World Global Assets Pte. Ltd. (WGA), in conjunction with the spin out of WRMT, $492 thousand was assigned to various third parties as non- convertible promissory notes, with stated interest rate of 7.5% and a maturity date of December 31, 2020. The holder agreed to extend the maturity date of the debt through December 2022 and the principal balance continues to accrue interest at a stated rate of 7.5%. The Company had principal outstanding of $102 thousand and $479 thousand as of December 31, 2022 and 2021, respectively. In October 2018, in order to complete additional solar park acquisitions in Germany, one of the Company’s subsidiaries, Altam Inc., entered into a debt agreement with a third-party accredited investor, in connection with one of the Company’s indirect German subsidiaries, PCG_HoldCo UG (PCG). The debt carries a stated interest rate of 12%, with principal and interest due at maturity, and a term of 2 years. The principal outstanding was $3.8 million and $3.62 million as of December 31, 2022 and 2021, respectively. The debt is currently past due. The Company began accruing interest at the default interest rate of 18% in October 2020 and accrued additional interest penalties in 2021 and 2022.The penalty interest is included in the Accounts Payable. Convertible Promissory Notes: In March 2021, the Company approved the issuance of $10.2 million (€9 million) of secured convertible loan notes. The notes have a 3-year term, accrue annual interest at a 10% stated rate and require interest payments every six months during the term. The notes are secured by a floating charge security over all property and assets of the Company, excluding the AEG ownership of Solis Bond Company DAC. All outstanding principal plus a premium of 120% is due 3 years from the date of issuance. The Company is entitled, at its sole option, to prepay the notes at a reduced premium of 110% on the second anniversary of the issuance. Between August 31, 2021 and March 9, 2023, the holders have the option to convert up to a total of 50% of the principal amount of the notes into shares of the Company’s common stock at a price of $4.80 (€4.00) per share which would result in the issuance of 1,125,000 shares, if exercised. If at any time, the market price of the Company’s ordinary shares is greater than $8.80 (€8.00) per share for 30 consecutive trading days, the Company is entitled to prepay the notes at 110% premium for any unconverted capital. The principal balance outstanding was $9.6 million and $10.2 million at December 31, 2022 and 2021 respectively. There were no conversions of debt to equity in 2022. Other Debt: In January 2021, the Company approved the issuance by one of its subsidiaries, Solis Bond Company DAC, of a series of 3-year senior secured green bonds in the maximum amount of $242 million (€200 million) with a stated coupon rate of 6.5% + EURIBOR and quarterly interest payments. The bond agreement is for repaying existing facilities of approximately $40 million (€33 million), and funding acquisitions of approximately $87.2 million (€72.0 million). The bonds are secured by the Solis Bond Company’s underlying assets. The Company raised approximately $125 million (€110.0 million) in the initial funding. In November 2021, Solis Bond Company DAC, completed an additional issue of $24 million (€20 million). The Tap was completed at an issue price of 102% of par value, corresponding to a yield of 5.5%. The Company raised $11.13 million (€10 million) in March 2022 at 97% for an effective yield of 9.5%. In connection with the bond agreement the Company incurred approximately $11.8 million in debt issuance costs. The Company recorded these as a discount on the debt and they are being amortized as interest expense over the contractual period of the bond agreement. As of December 31, 2022 and 2021, there was $149.5 and $147.2 million outstanding on the Bond. As of December 31,2022 the Company Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms. As of the date of this filing, Solis and a large portion (49%) of the bond holders have agreed in principle to the terms of the temporary waivers. In return for the waivers until 30 June 2023 and an amendment to the bond terms to allow for a change of control in Solis (which allows for the transfer of Solis and its subsidiaries underneath Clean Earth Acquisitions Corp. on Closing), Alternus is to raise additional equity and/or issue a subordinated loan of €14 million by May 15, 2023. If no firm term sheet for the equity or subordinated loan is in place by April 21, 2023, the Company has agreed to commence a Norwegian equity offering. Alternatively, Solis also has the option to divest a minimum of €50 million of assets by April 21, 2023, with sales proceeds to be used for a partial redemption of the bonds (at a redemption/call price of 105% until June 30, 2023 and 107.5% thereafter). In addition to the equity/sales cures, bondholders will also, no later than April 30, 2023, receive a preference share in an Alternus Midco, which will hold certain development projects in Spain and Italy. The shares will have preference on any distribution from Midco to Alternus up to €10 million, and Midco will divest assets to ensure repayment of the €10 million should the bonds not have been fully repaid at maturity (January 6, 2024). Finally, bondholders will receive a 1% amendment fee, which equates to €1.4 million. In April 2021, the Company acquired 60% of the share capital of a Netherlands company, Unisun Energy Holding B.V. Unisun owns a building with an outstanding mortgage loan of $488 thousand (€432 thousand) as of December 31, 2022. The mortgage loan on the building carries an interest rate of 6.5%, principal and interest is due monthly through December 2039. In August 2021, the Company’s subsidiary, Blue Sky Energy, entered into an agreement with ING Bank, Netherlands for financing the Rotterdam Airport Project for approximately $9.5 million (€8.4 million). The loan has an interest rate of 1.55% per year for the first 10 years and increases to 2.19% per year for the remainder of the term. The loan matures in September 2036. The loan is secured by the airport project. The loan has an outstanding balance of $9.94 million as of December 31, 2022. In December 2021, the Company’s subsidiary, Alternus Energy Construction Holdings, entered into a $1.8 million (€1.6 million) secured note which matures in June 2023. The note proceeds were used to refund equity and costs associated with the Unisun acquisition and the Rotterdam Development Project Equity and is secured by the Rotterdam airport project. The note has an interest rate of 9%. The outstanding balance was $1.71 and $1.81 million at December 31, 2022 and 2021 respectively. On December 21, 2022, Alternus Energy Group’s wholly owned Irish subsidiaries, AEG JD 01 LTD and AEG MH 03 LTD entered in a financing facility with Deutsche Bank AG (“Lender”). This is a committed revolving debt financing of EUR 80,000,000 to finance eligible project costs for the acquisition, construction, and operation of installation/ready to build solar PV plants across Europe, including the capacity for the financing to be upsized via a EUR 420,000,000 uncommitted accordion facility to finance a pipeline of further projects across Europe with a total combined capacity of 600 MWp (the “Warehouse Facility”). The Warehouse Facility, which matures on the third anniversary of the closing date of the Credit Agreement (the “Maturity Date”), bears interest at Euribor plus an aggregate margin at a market rate for such facilities, which steps down by 0.5% once the underlying non-Euro costs financed reduces below 33.33% of the overall costs financed. The Warehouse Facility is not currently drawn upon, but once drawn, capitalizes interest payments until projects reach their commercial operations dates through to the Maturity Date; it also provides for mandatory prepayments in certain situations. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Leases | 15. Leases The Company determines if an arrangement is a lease or contains a lease at inception, or acquisition when the Company acquires a new park. The Company has operating leases for corporate offices and land with remaining lease terms of 5 to 28 years. Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. Lease expense related to the net present value of payments is recognized on a straight-line basis over the lease term. The key components of the company’s operating leases were as follows (in thousands): September 30, December 31, 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) 594 1,121 Operating Lease - Operating Cash Flows (Liability Reduction) 429 932 New ROU Assets - Operating Leases - 10,551 Weighted Average Lease Term - Operating Leases (years) 21.05 21.54 Weighted Average Discount Rate - Operating Leases 7.10 % 7.10 % The Company’s operating leases generally relate to the rent of office building space, as well as land and rooftops upon which the Company’s solar parks are built. These leases include those that have been assumed in connection with the Company’s asset acquisitions and business combinations. The Company’s leases are for varying terms and expire between 2027 and 2051. As a part of the Rakowic acquisition, the Company acquired an operating lease to the land where the solar parks are located. The combined estimated annual cost of the leases is $6 thousand. The leases commenced in 2022 and run through 2046. In March 2022, the Company entered a new lease for additional office space in Ireland with a term of 9 years. The estimated annual cost of the lease is $136 thousand. In April 2022, the Company entered a new lease for office space in the US with a term of 7.5 years. The estimated annual cost of the lease is $147 thousand. Maturities of lease liabilities as of September 30, 2023 were as follows: Five-year lease schedule: (in thousands) 2023 Oct 1 – Dec 31 $ 213 2024 845 2025 868 2026 893 2027 918 Thereafter 16,336 Total lease payments 20,073 Less imputed interest (10,728 ) Total $ 9,345 The Company had no finance leases as of September 30, 2023. | 14. Leases The Company determines if an arrangement is a lease or contains a lease at inception, or acquisition when the Company acquires a new park.. The Company has operating leases for corporate offices and land with remaining lease terms of 5 to 28 years. Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. Lease expense related to the net present value of payments is recognized on a straight-line basis over the lease term. The key components of the company’s operating leases at December 31, 2022 were as follows: 2022 (in thousands) Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,121 Operating Lease - Operating Cash Flows (Liability Reduction) 932 New ROU Assets - Operating Leases 10,551 Weighted Average Lease Term - Operating Leases 21.54 Weighted Average Discount Rate - Operating Leases 7.10 % The Company’s operating leases generally relate to the rent of office building space, as well as land and rooftops upon which the Company’s solar parks are built. These leases include those that have been assumed in connection with the Company’s asset acquisitions and business combinations. The Company’s leases are for varying terms and expire between 2027 and 2051. For the years ending December 31, 2022 and 2021, the Company incurred operating lease expenses of $987 thousand and $309 thousand, respectively. The following table summarizes the Company’s future minimum contractual operating lease payments as of December 31, 2022. As a part of the Witnica acquisition, the company acquired an operating lease to the land where the solar park is located. The estimated annual cost of the lease is $335 thousand. The lease commenced in 2021 and runs through 2050. As a part of the Zachod acquisition, the company acquired several operating leases to the land where the solar parks are located. The estimated annual cost of the leases is $57 thousand. The lease commenced in 2021 and runs through 2045. As a part of the Komorowo acquisition, the company acquired two operating leases to the land where the solar parks are located. The combined estimated annual cost of the leases is $75 thousand. The leases commenced in 2021 and run through 2046. As a part of the Rakowic acquisition, the company acquired an operating lease to the land where the solar parks are located. The combined estimated annual cost of the leases is $6 thousand. The leases commenced in 2022 and run through 2046. As a part of the Blue Sky Energy I.B.V. acquisition in 2021, the company acquired an operating lease to the land where the solar park is located. The estimated annual cost of the leases is $83 thousand. The leases commenced in 2021 and runs through 2046. In March 2022, the Company entered a new lease for additional office space in Ireland with a term of 9 years. The estimated annual cost of the lease is $136 thousand. In April 2022, the Company entered a new lease for office space in the US with a term of 7.5 years. The estimated annual cost of the lease is $147 thousand. Maturities of lease liabilities as of December 31, 2022 were as follows: Five-year lease schedule: (in thousands) 2023 $ 793 2024 842 2025 865 2026 889 2027 913 Thereafter 16,236 Total lease payments 20,538 Less imputed interest 11,110 Total $ 9,428 The Company had no finance leases in 2022. |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Asset Retirement Obligations | 17. Asset Retirement Obligations The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended September 30, 2023 and December 31, 2022 was 7.1%. Activity ARO Liability - Balance January 1, 2022 $ 625 Additional obligations incurred 733 Accretion expense 76 Foreign exchange loss (gain) 27 ARO Liability - Balance December 31, 2022 $ 1,461 Additional obligations incurred - Accretion expense 81 Foreign exchange loss (gain) (8 ) ARO Liability -- September 30, 2023 $ 1,534 | 16. Asset Retirement Obligations The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2022 and 2021 was 7.1% and 6%, respectively. Activity ARO Liability - January 1, 2021 $ 167 Additional obligations incurred 449 Accretion expense 23 Foreign exchange loss (gain) (14 ) ARO Liability - December 31, 2021 $ 625 Additional obligations incurred 733 Accretion expense 76 Foreign exchange loss 26 ARO Liability - December 31, 2022 $ 1,461 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 19. Stock-Based Compensation Stock Options The Company recorded no stock compensation expense for the nine-months ended September 30, 2023 and the year ended December 31, 2022 related to stock options. All stock-based compensation expense is included in selling, general and administrative expense in the consolidated statements of operations. The Company did not grant any stock options during the nine-month period ended September 30, 2023. The following table summarizes stock option activity for the period ended September 30, 2023 and the year ended December 31, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31,2021 43,000 $ 2.98 Granted — — Exercised — — Expired or Forfeited — — Outstanding, December 31, 2022 43,000 $ 2.98 8.9 15 Granted — — — — Exercised — — — — Expired or Forfeited (3,000 ) 2.98 — — Outstanding - September 30, 2023 40,000 $ 2.98 8.2 28 Exercisable - September 30, 2023 40,000 $ 2.98 8.2 28 There was no unrecognized compensation cost related to stock options. Restricted Stock Awards No RSA were issued by the Company in as of September 30, 2023 or in the year 2022. The Company recorded no stock-based compensation expense for the period ended September 30, 2023 and 2022. All stock-based compensation expense is included in selling, general and administrative expense in the consolidated statements of operations. | 19. Stock-Based Compensation In June 2019, the Board of Directors approved the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of non-statutory stock options, incentive stock options, stock appreciation rights, stock grants, and stock units (collectively, the “Awards”). Awards may be granted under the 2019 Plan to our employees, directors, and consultants (collectively, the “Participants”). The maximum number of shares of common stock available for issuance under the 2019 Plan is 1,350,000. The shares of common stock subject to stock awards granted under the 2019 Plan that expire, are forfeited because of a failure to vest, or otherwise terminated without being exercised in full will return to the 2019 Plan and be available for issuance under the 2019 Plan. On November 23, 2020, the Company issued all of the 1,350,054 stock grants to the Company’s employees under the Corporation’s 2019 Stock Incentive Plan, immediately 100% vested and issued. There was no quoted price at the time of issuance as the Company was private. The Company took the last quoted price from the OTC Market on November 11th, 2020, which was $0.015 post-split to determine the value of the stock compensation of $20 thousand. In December 2021, the Board of Directors approved the Company’s Employee Share Option Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options and non-statutory stock options (collectively, the “Awards”). Awards may be granted under the 2021 Plan to our employees, directors, and contractors (collectively, the “Participants”). The maximum number of options of common stock available for issuance under the 2021 Plan is 2.5 million. On December 8, 2021, the Company granted 43,000 stock options to the Company’s directors, employees, and consultants under the 2021 Plan, which immediately vested on the grant date and have a contractual term of 10 years. Stock Options The Company recorded no stock compensation expense for the year ended December 31, 2022 and $56 thousand related to stock options for the year ended December 31, 2021. All stock-based compensation expense is included in selling, general and administrative expense in the consolidated statements of operations. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 by using the Black-Scholes-Merton stock option pricing valuation model. The Company did not grant any stock options during the year ended December 31, 2021. Weighted-average risk-free interest rate 1.27 % Expected term (in years) 5.0 Expected volatility 49 % Dividend yield 0 % The following table summarizes stock option activity for the year ended December 31, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31,2020 — — Granted 43,000 $ 2.98 Exercised — — Expired or Forfeited — — Outstanding, December 31, 2021 43,000 $ 2.98 9.9 15 Granted — — — — Exercised — — — — Expired or Forfeited — — — — Outstanding - December 31, 2022 43,000 $ 2.98 8.9 15 Exercisable - December 31, 2022 43,000 $ 2.98 8.9 15 The weighted-average grant-date fair value of stock options granted was $1.31 for the year ended December 31, 2022. The total fair value of options vested during the years ended December 31, 2022 and 2021 was $0 and $56 thousand, respectively. As of December 31, 2022, there was no unrecognized compensation cost related to stock options. Restricted Stock Awards During the years ended December 31, 2022 and December 31, 2021 no RSAs were granted by the Company. The Company recorded no stock-based compensation expense for the year ended December 31, 2022 and $419 thousand related to RSAs for the year ended 2021. All stock-based compensation expense is included in selling, general and administrative expense in the consolidated statements of operations. As of December 31, 2021, there was an immaterial amount of unrecognized compensation cost related to nonvested RSAs, which was recognized in 2021. |
Geographical Information
Geographical Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Geographical Information | 20. Geographical Information The Company has one reportable segment, reflecting the aggregation of the Company’s operating segments that consist of PV operations by geographical region. The decision-making group is the senior executive management team which consists of Vincent Browne, Chief Executive Officer, Joseph Duey, Chief Financial Officer, and Taliesin Durant, Chief Legal Officer. The following tables present geographic information related to the Company’s single reportable segment. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Country Italy 1,228 1,018 2,924 2,847 Romania 5,161 4,216 13,271 14,061 Germany 8 44 22 142 Netherlands 1,096 1,673 4,378 3,759 Poland 2,952 5,411 7,121 9,659 United States 33 10 83 15 Total 10,478 12,372 27,799 30,483 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of Revenue by Country Italy 250 161 732 469 Romania 657 2,427 2,193 5,868 Germany 25 16 30 30 Netherlands 249 268 619 632 Poland 955 1,724 2,924 2,632 United States 21 - 47 - Total 2,157 4,596 6,545 9,631 | 20. Geographical Information The Company has one reportable segment, reflecting the aggregation of the Company’s operating segments that consist of PV operations by geographical region. The decision-making group is the senior executive management team which consists of Vincent Brown, Chief Executive Officer, Joseph Duey, Chief Financial Officer, and Taliesin Durant, Chief Legal Officer. The following tables present geographic information related to the Company’s single reportable segment. Year Ended December 31, Revenues 2022 2021 (in thousands) Italy $ 3,354 $ 3,665 Romania 13,710 13,964 Germany 201 187 Netherlands 4,528 1,340 Poland 10,709 2,237 United States 24 — Total $ 32,526 $ 21,393 Year Ended December 31, Cost of Revenues 2022 2021 (in thousands) Italy $ 812 $ 711 Romania 3,628 5,256 Germany 42 50 Netherlands 600 487 Poland 4,142 661 Total $ 9,224 $ 7,165 Year Ended December 31, Long Lived Assets 2022 2021 (in thousands) Italy $ 23,407 $ 25,305 Romania 44,759 48,753 Germany 1,927 4,371 Netherlands 25,416 22,949 Poland 75,033 63,917 Ireland 13,702 10,161 United States 5,919 856 Spain 145 66 Total $ 190,308 $ 176,378 |
Accrued Liabilities_2
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 11. Accrued Liabilities Accrued expenses relates various accruals for the entire group. Accrued interest represents the interest in debt not paid in 2022. Accrued liabilities consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Accrued expenses $ 4,265 $ 2,181 Accrued interest 5,269 1,549 Other accrued 350 1,562 $ 9,884 $ 5,292 |
Development Cost
Development Cost | 12 Months Ended |
Dec. 31, 2022 | |
Development Cost [Abstract] | |
Development Cost | 18. Development Cost The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Development cost was $23.9 million for the year ended December 31, 2022, due to primarily to abandoning of development of renewable energy projects in Poland. The table below summarizes the development cost: Project 1 $ 11,896 Project 2 4,425 Project 3 1,007 Miscellaneous development cost 6,597 Total $ 23,925 These costs were primarily driven by Project 1 in Poland as a 45 million PLN (approximately $9.6 million) “breakup fee” applied when the Company did not close on the project. Of the $9.6 million due to the seller, $4.2 million has been paid and approximately $5.4 million is in Accounts Payable on the Consolidated Balance Sheet. Project 2 is an Italian project with a commercial operation date (COD) outside of the Company’s required timeline. The Company determined that the construction phase would be long and costly for the project to be financially beneficial and therefore did not complete the acquisition. Projects 3 was an agreement with a Spanish developer, for an initial payment of approximately $566,000 (€500,000), plus an additional payment of $7.36 million (€6.5 million) to be made by November 30 th Miscellaneous development cost relates to cost associated with projects abandoned during various phases, due to lack of technical, legal, or financial feasibility. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements include the Consolidated Balance Sheet, Consolidated Statements of Operations and Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity/ (Deficit) and Consolidated Statements of Cash Flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) from records maintained by the Company. These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations for the interim periods presented. Actual results could differ from those estimates under different assumptions or conditions and the differences may be material to the condensed consolidated financial statements. The accounting policies used in the preparation of these Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2022, included in the Form 10-K/A, except as described below. Our annual reporting period is the calendar year. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. | Basis of Presentation The Consolidated Financial Statements include the Consolidated Balance Sheet, Consolidated Statements of Operations and Comprehensive Income (Loss), Consolidated Statements of Changes in Shareholders’ Equity/ (Deficit) and Consolidated Statements of Cash Flows of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) from records maintained by the Company. Certain monetary amounts, percentages, and other figures included elsewhere in these financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determine a business combination or asset acquisition, useful life of property and equipment, impairment of long-lived assets and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Significant items subject to such estimates include, but are not limited to, the assumptions utilized in the valuation of the assets acquired and liabilities assumed, determine a business combination or asset acquisition , useful life of property and equipment, impairment of long-lived assets and recovery of capitalized cost. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustment when facts and circumstance dictate. These estimates are based on information available as of the date of financial statements; therefore, actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland and Italy and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. | Cash and Cash Equivalents The Company considers cash and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. The Company maintains cash and cash equivalents with major financial institutions, the largest concentration in JP Morgan in the U.S, Ireland and Italy and with ING in Poland and the Netherlands. The Company may at times exceed federally insured limits or statutorily insured limits in a foreign jurisdiction. The Company periodically assesses the financial condition and due to the size and stability of the institutions believes the risk of loss to be remote. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 – Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 – Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques, and at least one significant model assumption or input is unobservable. The Company holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. | Fair Value of Financial Instruments The Company measures its financial instruments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy are described below: Level 1 – Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 – Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Pricing inputs that are unobservable. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques, and at least one significant model assumption or input is unobservable. The Company holds various financial instruments that are not required to be measured at fair value. For cash and cash equivalents, restricted cash, accounts receivable, various debt instruments, prepayments and other current assets, accounts payable, accrued liabilities and other current liabilities, the carrying value approximated their fair values due to the short-term maturity of these instruments. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On May 25, 2023, holders of Class A common stock properly elected to redeem an aggregate of 14,852,437 shares of Class A common stock at a redemption price of $10.38 per share, for an aggregate redemption amount of $154,152,327. Accordingly, at September 30, 2023, and December 31, 2022, 8,147,563 and 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet, respectively. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the Initial Public Offering, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet as of September 30, 2023 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327 ) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 84,940,910 Re-measurement on Class A common stock subject to possible redemption 1,097,181 Class A common stock subject to possible redemption, September 30, 2023 $ 86,038,091 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s ordinary shares, and (3) the expected dividend yield of our ordinary shares. The assumptions used in the option-pricing model represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s ordinary shares. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718. Stock-based compensation expense for equity instruments issued to employees and non-employees is measured based on the grant-date fair value of the awards. The fair value of each stock unit is determined based on the valuation of the Company’s stock on the date of grant. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton stock option pricing valuation model. The Company uses the simplified method for calculating the expected term of their options. The Company recognizes compensation costs using the straight-line method for equity compensation awards over the requisite service period of the awards, which is generally the awards’ vesting period. The Company accounts for forfeitures of awards in the period they occur. Use of the Black-Scholes-Merton option-pricing model requires the input of highly subjective assumptions, including (1) the expected terms of the option, (2) the expected volatility of the price of the Company’s common stock, and (3) the expected dividend yield of our common stock. The assumptions used in the option-pricing model represents management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgments. If factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. Additional inputs to the Black-Scholes-Merton option-pricing model include the risk-free interest rate and the fair value of the Company’s common stock. The Company determines the risk-free interest rate by using the U.S. Treasury Rates of the same period as the expected term of the stock-option. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share September 30, September 30, 2023 2022 (in thousands) Stock options 40,000 - Warrants 43,500 538,146 Total 83,500 538,146 | Net Loss Per Share Net loss per share is computed pursuant to ASC 260, Earnings per Share Year Ended December 31, 2022 2021 Stock options granted and shares outstanding 26,365,738 26,335,738 Warrants 220,182 817,704 Total 26,585,920 27,153,442 |
Income Taxes | Income Taxes Deferred taxes are determined using the asset and liability method; whereby, deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between the positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. During the fiscal years 2022 and 2021, the Company had overall net foreign losses and thus, there was no impact on the US taxable income calculations. The Company is an inverted Company and treated as a US entity for all US income tax purposes. As a result, the Company will be obligated to comply with all U.S. income tax obligations applicable to domestic entities. Accordingly, the income tax provision has been prepared consistent with that of a U.S. entity. | Income Taxes Deferred taxes are determined using the asset and liability method; whereby, deferred tax assets are recognized for deductible temporary differences, operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the company has taken or expects to take in its return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between the positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing-authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. As a result of the Tax Cuts and Jobs Act (TCJA) of 2017, the Company analyzed if a liability needed to be recorded for the deemed repatriation of undistributed earnings. It was determined that there is no outstanding liability associated with this based on overall negative undistributed earnings (accumulated deficit) in the consolidated foreign group. An additional provision of the TCJA is the implementation of the Global Intangible-Low Taxed Income Tax, or “GILTI.” The Company has elected to account for the impact of GILTI in the period in which the tax actually applies to the Company. During fiscal years 2022 and 2021, the Company had overall net foreign losses and thus, there was no impact on the US taxable income calculations. The Company is an inverted Company and treated as a US entity for all US income tax purposes. As a result, the Company will be obligated to comply with all U.S. income tax obligations applicable to domestic entities. Accordingly, the income tax provision has been prepared consistent with that of a U.S. entity. |
Concentration of Credit Risk | Concentration of Credit Risk A t times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company maintains cash balances in all countries in which it operates and in Ireland where the Company is headquartered. Government coverage for the Company’s cash balances are as follows: ● European Union - $105,841 (€100,000) per account is covered for operations in Romania, Poland, Italy, the Netherlands and the Company’s headquarters in Ireland. ● United States - $250,000 The Company has 8 cash accounts across the European countries and a net of $6.5 million above government insurance amounts. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. | Concentration of Credit Risk At times, the Company maintains cash balances in financial institutions which may exceed federally insured limits. The Company has not experienced any losses relating to such accounts and believes it is not exposed to significant credit risk on its cash and cash equivalents or restricted cash. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit losses (Topic 326), subsequently amended by ASU 2020-2. This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments held at amortized cost. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, the update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an Emerging Growth Company, the standard is effective for the Company’s annual reporting period and interim periods beginning first quarter of 2023. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815040). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of EPS guidance. For public business entities that meet the definition of a SEC filer, excluding entities eligible to be a smaller reporting company as defined by the SEC, the guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has adopted this standard as of January 1, 2023 and the adoption did not have a material impact on the condensed consolidated financial statements. | Recent Accounting Pronouncements Not Adopted In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments-Credit losses (Topic 326), subsequently amended by ASU 2020-2. This new guidance will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments held at amortized cost. The update will replace the current incurred loss model with an expected loss model. Under the incurred loss model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (that is has been “incurred”). Under the expected loss model, a loss (or allowance) is recognized upon initial recognition of the asset that reflects all future events that may lead to a loss being realized, regardless of whether it is probable that the future event will occur. The incurred loss model considers past events and conditions, while the expected loss model includes expectations for the future which have yet to occur. ASU 2018-19 was issued in November 2018 and excludes operating leases from the new guidance. The standard will require entities to record a cumulative-effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. For public business entities that meet the definition of a U.S. Securities and Exchange (SEC) filer, the update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As an Emerging Growth Company, the standard is effective for the Company’s annual reporting period and interim periods beginning first quarter of 2023. The standard is not expected to have a material impact on the Company’s financial statements and associated disclosures. In August 2020, the FASB issued Accounting Standards Update 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815040). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. In addition, the FASB amended the derivative guidance for the “own stock” scope exception and certain aspects of EPS guidance. For public business entities that meet the definition of a SEC filer, excluding entities eligible to be a smaller reporting company as defined by the SEC, the guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the guidance is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the effect that the adoption of ASU 2020-06 will have on its consolidated financial statement. In October 2021, the FASB issued Accounting Standards Update 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires companies to apply ASC 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The guidance generally will result in companies recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date. The guidance also clarifies that companies should apply the definition of a performance obligation in ASC 606 when recognizing contract liabilities assumed in a business combination. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2022, including interim periods withing those fiscal years. For all other entities, the guidance is effective for fiscal years beginning after 15 December 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect the adoption of ASU 2021-08 will have on its consolidated financial statements. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements as of September 30, 2023 and 2022 and for the periods then ended include the financial statements of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Ownership interests in subsidiaries represented by other parties are presented in the consolidated financial statements as activities and balances attributable to non-controlling interest. | Basis of Consolidation The consolidated financial statements as of December 31, 2022 and 2021 and for the years then ended include the financial statements of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the respective periods are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal, as appropriate. Ownership interests in subsidiaries represented by other parties are presented in the consolidated financial statements as activities and balances attributable to non-controlling interest. |
Segments | egments The Company has one operating segment, and the decision-making group is the senior executive management team. The Company manages the segment by focusing on revenue and cost of revenue by country. | S The Company has one operating segment, and the decision-making group is the senior executive management team. The Company manages the segment by focusing on revenue and cost of revenue by country. |
Restricted Cash | Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. There is an account that has the residual balance of bond tap that must be used for permitted acquisitions as per Green Bond terms. The balance also has an account for a bank guarantee in Italy that hold escrow balances. | Restricted Cash Restricted cash relates to balances that are in the bank accounts for specific defined purposes and cannot be used for any other undefined purposes. Restricted cash is primarily restricted stemming from requirements under the Green Bond terms. The balance has a debt service reserve account, per the requirements from the Bond Trustee, that issues quarterly coupons to the Bond holders. There is an account that has the residual balance of bond tap that must be used for permitted acquisitions as per Green Bond terms. The balance also has an account for a bank guarantee in place for Poland and one acquisition related accounts in Italy and Romania that hold escrow balances. |
Accounts Receivable | Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, through a review of historical losses, customer balances, and industry economic conditions. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. The Company monitors its exposure to credit losses and maintains allowances for anticipated losses. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. At September 30, 2023 and 2022, there was no allowance for doubtful accounts recorded. | Accounts Receivable Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within that period. Accounts receivables are presented net of allowance for doubtful accounts. The Company establishes an allowance for doubtful customer accounts, if required, through a review of historical losses, specific customer balances, and industry economic conditions. Customer accounts are charged off against the allowance for doubtful accounts when management determines that the likelihood of eventual collection is remote. The Company extends credit based on an evaluation of customers’ financial condition and determines any additional collateral requirements. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company considers invoices past due when they are outstanding longer than the stated term. Additionally, the Company monitors its exposure to credit losses and maintains allowances for anticipated losses. Management considers the carrying value of accounts receivable to be fully collectible. If amounts become uncollectible, they are charged to operations in the period in which that determination is made. At December 31, 2022 and 2021, there was no allowance for doubtful accounts recorded. |
Economic Concentrations | Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. | Economic Concentrations The Company and its subsidiaries own and operate solar generating facilities installed on buildings and land located across Europe. Future operations could be affected by changes in the economy, other conditions in those geographic areas or by changes in the demand for renewable energy. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location f or its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in-service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 7 years. ● Software and computer equipment carry a useful life of 7 years. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. | Property and Equipment Property and equipment are stated at cost less accumulated depreciation, amortization and impairment. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use. Depreciation is computed on a straight-line basis over the estimated useful lives. The useful lives per asset class are as follows: ● Solar Energy Facilities carry a useful life of the lesser of 35 years from the original placed in service date or the lease term of the land on which they are built. ● Leasehold improvements are amortized over the shorter of the lease term or their estimated useful file. ● Furniture and fixtures carry a useful life of 7 years. ● Software and computer equipment carry a useful life of 7 years. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. Expenditures for maintenance and repairs, which do not materially extend the useful lives of assets, are charged to expense as incurred. Upon retirement, sale or other disposition of equipment, the cost and accumulated depreciation are removed from the respective accounts and a gain or loss, if any, is recognized in income/(loss) from operations in the Consolidated Statements of Operations and Comprehensive Income/(Loss) during the year of disposal. When the Company abandons the anticipated construction of a new solar energy facility during the development phase, costs previously capitalized to development in progress are written off at the parent company. |
Goodwill | Goodwill The Company reports goodwill that has been recorded in connection with the acquisition of businesses. Goodwill is not amortized, but instead is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested annually for impairment at the individual reporting unit level in the fourth quarter, or earlier upon the occurrence of certain events or substantive changes in circumstances. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the Company’s reporting units are less than their carrying amounts. If the Company determines that it is more likely than not that the fair value of its reporting units is less than their carrying amounts, no additional assessment is required, and no impairment is recognized. If the Company concludes an impairment is probable or elects not to perform the qualitative assessment, a quantitative impairment test is performed. If it is determined that an impairment has occurred, the Company adjusts the carrying value of goodwill and charges the impairment as an operating expense in the period the determination is made. The Company did not recognize any impairment of goodwill for the periods presented. Although the Company believes that goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. | Goodwill The Company reports goodwill that has been recorded in connection with the acquisition of businesses. Goodwill is not amortized, but instead is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested annually for impairment at the individual reporting unit level on October 1, or earlier upon the occurrence of certain events or substantive changes in circumstances. In assessing goodwill for impairment, the Company may elect to use a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of the Company’s reporting units are less than their carrying amounts. If the Company determines that it is more likely than not that the fair value of its reporting units is less than their carrying amounts, no additional assessment is required, and no impairment is recognized. If the Company concludes an impairment is probable or elect not to perform the qualitative assessment, a quantitative impairment test is performed. If it is determined that an impairment has occurred, the Company adjusts the carrying value of goodwill and charges the impairment as an operating expense in the period the determination is made. The Company did not recognize any impairment of goodwill for the periods presented. Although the Company believes that goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. |
Impairment of Solar Energy Facilities | Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value . During the period ended September 30, 2022 the Company recorded an impairment loss of $79 thousand in the Consolidated Statement of Operations and Comprehensive Income/(Loss) related to the 2021 write down for $4.2 million of certain assets that were held in construction in progress for which the Company no longer intended to complete and certain solar park assets for which there was a change in the Company future intended use. This impairment loss is included in Other Expense on the Consolidated Statement of Operations and Comprehensive Income/(Loss). There were no impairment losses for the three months and nine months ended September 30, 2023. | Impairment of Solar Energy Facilities The Company reviews its investments in property and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Impairment is evaluated at the asset group level, which is determined based upon the lowest level of separately identifiable cash flows. When evaluating for impairment, if the estimated undiscounted cash flows from the use of the asset group are less than the asset group’s carrying amount, then the asset group is deemed to be impaired and is written down to its fair value. Fair value is determined by net realizable value of the assets using ASC 820. The amount of the impairment loss is equal to the excess of the asset group’s carrying value over its estimated fair value . $4.2 million of certain assets that were held in construction in progress for which the Company no longer intended to complete and certain solar park assets for which there was a change in the Company future intended use. This impairment loss is included in Other Expense on the Consolidated Statement of Operations and Comprehensive Income/(Loss) |
Deferred Financing Costs and Debt Discount Amortization | Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. | Deferred Financing Costs and Debt Discount Amortization The Company incurs expenses related to debt arrangements. These deferred financing costs and debt discount costs are capitalized and amortized over the term of the related debt or revolving credit facilities and netted against the related debt. |
Asset Retirement Obligations | Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the period ended September 30, 2023 and 2022 was 7.1% . The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. | Asset Retirement Obligations In connection with the acquisition or development of solar energy facilities, the Company may have the legal requirement to remove long-lived assets constructed on leased property and to restore the leased property to its condition prior to the construction of the long-lived assets. This legal requirement is referred to as an asset retirement obligation (ARO). If the Company determines that an ARO is required for a specific solar energy facility, the Company records the present value of the estimated future liability when the solar energy facility is placed in service as an ARO liability. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2022 and 2021 was 7.1 % and 6% respectively. The Company accretes the ARO liability to its future value over the solar energy facility’s useful life and records the related interest expense to amortization expense on the consolidated statement of operations. Solar facilities that require AROs are recorded as part of the carrying value of property and depreciated over the solar energy facility’s useful life. |
Leases | Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company adopted ASC 842 as of January 1, 2022. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Note 14 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Income/ (Loss); whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Income/ (Loss). | Leases In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on January 1, 2022 and used the effective date as our date of initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2022. The new standard provides a number of optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company adopted ASC 842 as of January 1, 2022. Lease assets and liabilities are recognized based on the present value of the future lease payments over the lease term at the lease commencement date and are presented, on the consolidated statements of financial condition. The Company estimates its incremental borrowing rate based on information available at the commencement date in determining the present value of future payments. For additional information, see Note 14 - Leases. Operating lease expense attributable to site leases is reported within cost of revenues in the Company’s Statement of Operations and Comprehensive Income/ (Loss); whereas lease expense attributable to all other operating leases is reported within selling, general, and administrative expense in the Company’s Statement of Operations and Comprehensive Income/ (Loss). |
Revenue Recognition | Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. One solar park in the Netherlands receives pre-payments calculated at the beginning of the year and based on the previous years’ production (MWhs produced) multiplied by a calculated average price per MWh for the year and divided by twelve. The Company books revenue monthly by multiplying actual production per the Company’s meters by the average price provided by the Offtaker at the beginning of the year to estimate revenue for the month. There is a true-up performed in June of the following year using actual power produced for the previous year multiplied by the average EPEX price (average actual market price per KWh for the year) less the prepayment for the year. If the true-up calculation is positive, The Offtaker settles with a payment to the Company. If the true-up is negative, the Company settles with a payment to Offtaker. | Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle underlying revenue recognition under ASC 606 is that revenue should be recognized as goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. ASC 606 defines a five-step process to achieve this core principle. ASC 606 also mandates additional disclosure about the nature, amount, timing and uncertainty of revenues and cash flows arising from customer contracts, including significant judgments, and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company derives revenues through its subsidiaries from the sale of electricity and the sale of solar renewable energy credits (RECs) in Romania and guarantees of origin certificates (GoOs) in Poland. The Company receives Green Certificates based on the amount of energy produced in Romania. Energy generation revenue and solar renewable energy credits revenue are recognized as electricity generated by the Company’s solar energy facilities is delivered to the grid, at which time all performance obligations have been delivered. Revenues are based on actual output and contractual sale prices set forth its customer contracts. The Company’s current portfolio of renewable energy facilities is generally contracted under long-term Country Renewable Programs (FIT programs) or Energy Offtake Agreements (PPAs/VPPAs) with creditworthy counterparties. Pricing of the electricity sold under these FITs and PPAs is generally fixed for the duration of the contract, although some of its PPAs have price escalators based on an index (such as the consumer price index) or other rates specified in the applicable PPA. |
Disaggregated Revenues | Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Country Italy 1,228 1,018 2,924 2,847 Romania 5,161 4,216 13,271 14,061 Germany 8 44 22 142 Netherlands 1,096 1,673 4,378 3,759 Poland 2,952 5,411 7,121 9,659 United States 33 10 83 15 Total 10,478 12,372 27,799 30,483 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Offtake Type Country Renewable Programs 3,690 9,184 8,812 16,550 Green Certificates 3,212 1,155 8,170 6,970 Energy Offtake Agreements 3,572 2,020 10,355 6,808 Other Revenue 4 13 462 155 Total 10,478 12,372 27,799 30,483 Three customers represented 69% of revenues during the period ended September 30, 2023 compared to four customers that represented 71% for the period ended September 30, 2022. The revenues from these customers accounted for $18.4 million of revenue and $20.8 million for the periods ended September 30, 2023 and 2022 respectively. One customer represented 63% of the Company’s accounts receivable for the period ended September 30, 2023. Two customers accounted for 74% of accounts receivable for the period ended September 30, 2022. | Disaggregated Revenues The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue, by Country (in thousands) 2022 2021 (in thousands) Italy $ 3,354 $ 3,665 Romania 13,710 13,964 Germany 201 187 Netherlands 4,528 1,340 Poland 10,709 2,237 United States 24 — Total $ 32,526 $ 21,393 Year Ended December 31, Revenue, by Offtake Type (in thousands) 2022 2021 (in thousands) Country Renewable Programs $ 5,016 $ 4,133 Green Certificates 9,452 8,427 Energy Offtake Agreements 17,888 8,833 Other Revenue 170 — Total $ 32,526 $ 21,393 One customer represented 30% of revenues during the years ended December 31, 2022 and 2021. The revenues from this customer were $9.6 million and $6.4 million during the years ended December 31, 2022 and 2021 respectively. The company did not have any customers who represented more than 10% of accounts receivable as of December 31, 2022 and 2021. |
Unbilled Energy Incentives Earned | Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third-party customer. | Unbilled Energy Incentives Earned The Company derives revenues from the sale of green certificates for the Romania projects. The green certificates revenues are recognized in the month they are generated by the solar project and registered with the local authority. The Company considers them unbilled at the end of the period if they have not been invoiced to a third party customer. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. | Cost of Revenue Cost of revenue primarily consists of operations and maintenance expense, insurance premiums, property taxes and other miscellaneous costs associated with the operations of solar energy facilities. Costs are charged to expense as incurred. |
Taxes Recoverable and Payable | Taxes Recoverable and Payable The Company records taxes recoverable when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. | Taxes Recoverable and Payable The Company records taxes recoverable, when there has been an overpayment of taxes due to timing of the Value Added Tax (VAT) between vendors and customers. The VAT tax can also be offset against a Country’s income taxes where the VAT was registered. |
Development Cost | Development Cost Development costs are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. | Development Cost Development cost are incurred when the Company abandons the development or acquisition of renewable energy projects. The Company depends heavily on government policies that support our business and enhance the economic feasibility of developing and operating solar energy projects in regions in which we operate or plan to develop and operate renewable energy facilities. . The Company can decide to abandon a project if it becomes uneconomic due to various factors, for example, a change in market conditions leading to higher costs of construction, lower energy rates, or other factors that change the expected returns on the project. In addition, political factors or otherwise where governments from time to time may review their laws and policies that support renewable energy and consider actions that would make the laws and policies less conducive to the development and operation of renewable energy facilities. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, our abandoning the development of renewable energy projects, a loss of our investments in the projects and reduced project returns, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. | Risks and Uncertainties The Company’s operations are subject to significant risks and uncertainties including financial, operational, technological, and regulatory risks and the potential risk of business failure. See Note 2 regarding going concern matters. The geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine. The war between the two countries continues to evolve as military activity proceeds and additional sanctions are imposed. In addition to the human toll and impact of the events on entities that have operations in Russia, Ukraine, or neighboring countries (e.g., Belarus, Poland, Romania) or that conduct business with their counterparties, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time. On March 10, 2023 Silicon Valley Bank became the second largest bank failure to date. This was followed on March 12, 2023 by the failure of Signature Bank, the third largest bank failure in U.S history. These bank failures were the first two in a banking crises that included Credit Suisse and Deutsche, a bank that has extended a warehouse loan to the Company. The Company maintains cash balances in financial institutions which may exceed federally insured limits and is monitoring these events for both current and future liquidity. |
Business Combinations and Acquisition of Assets | The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute as a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statement s: ● The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. | Business Combinations and Acquisition of Assets The Company applies the definition of a business in ASC 805, Business Combinations, When an acquired group of assets does not constitute as a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired, and liabilities assumed in asset acquisitions is allocated based upon relative fair value. The fair value measurements of the solar facilities acquired, and asset retirement obligations assumed were derived utilizing an income approach and based, in part, on significant inputs not observable in the market. These inputs include, but are not limited to, estimates of future power generation, commodity prices, operating costs, and appropriate discount rates. These inputs require significant judgments and estimates at the time of the valuation. Transaction costs incurred on an asset acquisition are capitalized as a component of the assets acquired. The allocation of the purchase price directly affects the following items in the Company’s consolidated financial statements: ● The amount of purchase price allocated to the various tangible and intangible assets, liabilities and non-controlling interests on the Company Balance Sheet, ● The amounts allocated to all other tangible assets and intangibles are amortized to depreciation or amortization expense, with the exception of favorable and unfavorable rate land leases and unfavorable rate Operation and Maintenance (O&M) contracts which are amortized to cost of revenue; and The period of time over which tangible and intangible assets and liabilities are depreciated or amortized varies, and thus, changes in the amounts allocated to these assets and liabilities will have a direct impact on the Company’s results of operations. |
Foreign Currency Transactions and Other Comprehensive Loss | Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operates, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s Results of Operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the period ended September 30, 2023 and 2022. The translation from functional foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The effects of translating financial statements from functional currency to reporting currency are recorded in other comprehensive income. For the periods ended September 30, 2023 and 2022 the increase/(decrease) in comprehensive loss related to foreign currency translation gains was $0.6 million and ($3.8) million, respectively. | Foreign Currency Transactions and Other Comprehensive Loss Foreign currency transactions are those transactions whose terms are denominated in a currency other than the currency of the primary economic environment in which the Company operations, which is referred to as the functional currency. The functional currency of the Company’s foreign subsidiaries is typically the applicable local currency which is Romanian Lei (RON), Polish Zloty (PLN) or European Union Euros (EUR). Transactions denominated in foreign currencies are remeasured to the functional currency using the exchange rate prevailing at the balance sheet date for balance sheet accounts and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. Foreign currency gains or losses resulting from such remeasurement are included in the Consolidated Statement of Operations in the period in which they arise. Transaction gains and losses are recognized in the Company’s Results of Operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The Company had an immaterial net foreign exchange loss for the years ended December 31, 2022 and 2021. The translation from functional foreign currency to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and using an average exchange rate during the period, which approximates the daily exchange rate, for income statement accounts. The effects of translating financial statements from functional currency to reporting currency are recorded in other comprehensive income. For the years ended December 31, 2022 and 2021 the increase/(decrease) in comprehensive loss related to foreign currency translation gains was ($145) thousand and $682 thousand, respectively. |
Clean Earth Acquisitions Corp [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company has invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the nine months ended September 30, 2023 and 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the condensed statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the condensed statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the condensed statements of cash flows. Sales of money market funds, redemptions of U.S. Treasury Bills, and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the condensed statements of cash flows. | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of incentives to Anchor Investor (as defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting discounts, $8,050,000 of deferred underwriting fee (of which $7,245,000 has subsequently been waived by the underwriters), $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction. The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital. | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of incentives to anchor investor (defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting commission, $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction (see Note 5). The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital (see Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Warrants and Rights | Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ deficit. | Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ equity (deficit). |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity (deficit). The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the IPO, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On February 28, 2022, the Company recorded a remeasurement of $39,491,791, $32,151,909 of which was recorded in additional paid-in capital and $7,339,882 was recorded in accumulated deficit, to remeasure the value of Class A common stock to its redemption value. The Company has recorded an additional remeasurement of $3,264,650 through December 31, 2022 to remeasure the value of Class A common stock to its redemption value of the amount held in the Trust Account. | |
Promissory Note - Related Party | Promissory Note – Related Party The Company accounts for its WC Promissory Note and Extension Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note and Extension Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. | Promissory Note – Related Party The Company accounts for its WC Promissory Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. | Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. |
Net Loss Per Share | Net Income (Loss) per Common Stock The condensed statements of operations includes a presentation of net income (loss) per Class A redeemable common stock and net income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and nine months ended September 30, 2023 (in dollars, except share amounts): Three Months Ended September 30, 2023 Net income $ 7,216 Remeasurement of temporary equity to redemption value (1,097,181 ) Net loss including remeasurement of temporary equity to redemption value $ (1,089,965 ) Three Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (531,636 ) $ (558,329 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,097,181 — Allocation of net income (loss) $ 565,545 $ (558,329 ) Weighted average shares outstanding 8,147,563 8,556,667 Net income (loss) per share $ 0.07 $ (0.07 ) Nine Months Ended September 30, 2023 Net income $ 3,239,010 Remeasurement of temporary equity to redemption value (4,604,390 ) Net loss including remeasurement of temporary equity to redemption value $ (1,365,380 ) Nine Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (890,320 ) $ (475,060 ) Deemed dividend for remeasurement of temporary equity to redemption value 4,604,390 — Allocation of net income (loss) $ 3,714,070 $ (475,060 ) Weighted average shares outstanding 16,036,220 8,556,667 Net income (loss) per share $ 0.23 $ (0.06 ) The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and nine months ended September 30, 2022 (in dollars, except share amounts): Three Months Ended September 30, 2022 Net loss $ (146,096 ) Remeasurement of temporary equity to redemption value (1,139,015 ) Net loss including remeasurement of temporary equity to redemption value $ (1,285,111 ) Three Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (936,650 ) $ (348,461 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,139,015 — Allocation of net income (loss) $ 202,365 $ (348,461 ) Weighted average shares outstanding 23,000,000 8,556,667 Net income (loss) per share $ 0.01 $ (0.04 ) Nine Months Ended September 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net loss from date of initial public offering through September 30, 2022 (821,782 ) Total loss year to date (858,816 ) Remeasurement of temporary equity to redemption value (41,007,220 ) Net loss including remeasurement of temporary equity to redemption value $ (41,866,036 ) Nine Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (30,486,966 ) $ (11,379,070 ) Deemed dividend for remeasurement of temporary equity to redemption value 41,007,220 — Allocation of net income (loss) $ 10,520,254 $ (11,379,070 ) Weighted average shares outstanding 18,113,553 8,107,815 Net income (loss) per share $ 0.58 $ (1.40 ) | Net Income (Loss) per Common Stock The statements of operations includes a presentation of income (loss) per Class A redeemable common stock and loss per Class A and Class B non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and Class A and Class B non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per common stock for the period from May 14, 2021 (inception) through December 31, 2021 was calculated by dividing the net income (loss) into the amount of Class B non-redeemable common stock outstanding as no Class A common stock was issued during this period. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441 ) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486 ) Twelve Months Ended December 31, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238 ) $ (11,604,248 ) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248 ) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38 ) The following tables reflect the calculation of basic and diluted net loss per common stock for the period from May 14, 2021 (inception) through December 31, 2021 (in dollars, except share amounts): For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546 ) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00 ) |
Income Taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. |
Excise Tax | Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. The Company expects new stock issuances related to the business combination with Alternus will offset the fair market value of the Class A stockholder redemptions that occurred on May 25, 2023. While no assurances can be provided, as the business combination is anticipated to close before December 31, 2023, which is the same year in which the new stock issuances are expected to occur, the Company believes that it is probable that no excise tax will be due or payable. As such, the Company has not recognized an excise tax liability on its condensed balance sheets as of September 30, 2023. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB’) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no other new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 28, 2022, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7(d) under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the Public Shares. The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company was invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the year ended December 31, 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Redemptions and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows. | |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Organization and Formation (Tab
Organization and Formation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | ||
Schedule of Operating Subsidiaries | In summary, Alternus Energy Group Plc is a holding company that operates through the following eighty-two operating subsidiaries as of September 30, 2023. Subsidiary Principal Date Acquired / ALTN Ownership Country of Power Clouds S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania F.R.A.N. Energy Investment S.r.l. SPV 31 March 2015 Solis Bond Company DAC Romania PC-Italia-01 S.r.l. Sub-Holding SPV 15 May 2015 AEG MH 02 Limited Italy AE Europe B.V. Holding Company 18 August 2016 Altam Inc. Netherlands PC-Italia-02 S.p.a. SPV 2 September 2016 Solis Bond Company DAC Italy Sant’Angelo Energia S.r.l. SPV 19 May 2021 Solis Bond Company DAC Italy PCG_HoldCo GmbH Holding Company 6 July 2018 Altam Inc. Germany PCG_GP UG General Partner (Management Company) 30 August 2018 PCG_HoldCo GmbH Germany PSM 20 UG SPV 14 November 2018 PCG_HoldCo GmbH Germany ALTN HoldCo UG SPV 14 December 2018 PCG_HoldCo GmbH Germany GRT 1.1 GmbH & Co KG SPV 21 December 2018 PCG_HoldCo GmbH Germany PSM 40 UG SPV 28 December 2018 PCG_HoldCo GmbH Germany CIC Rooftop 2 S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy CIC RT Treviso S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy SPV White One S.r.l. SPV 24 April 2019 Solis Bond Company DAC Italy CTS Power 2 S.r.l. SPV 30 April 2019 Solis Bond Company DAC Italy Zonnepark Rilland B.V. SPV 20 December 2019 Solis Bond Company DAC Netherlands Unisun Energy Holding B.V. Holding Company 28 May 2020 Alternus Energy Group Plc Netherlands PC-Italia-03 S.r.l. SPV 1 July 2020 AEG MH 02 Limited Italy PC-Italia-04 S.r.l. SPV 15 July 2020 AEG MH 02 Limited Italy Altam Inc. Holding Company 1 October 2020 Alternus Energy Group Plc USA Solis Bond Company DAC Holding Company 16 October 2020 AEG JD 03 Limited Ireland ALT US 03, LLC LLC Acquired 15 December 2020 ALT US 03 LLC USA KKSOL S.r.l. SPV February 2021 Solis Bond Company DAC Italy Petriolo Fotovoltaica S.r.l. SPV March 2021 Solis Bond Company DAC Italy Solarpark Serre 1 S.r.l. SPV March 2021 Solis Bond Company DAC Italy Unisun Energy B.V. SPV April 2021 Unisun Energy Holding B.V. Netherlands UPER Energy Europe B.V. Services Company April 2021 Unisun Energy Holding B.V. Netherlands Unisun Energy Poland Investment B.V. SPV April 2021 Unisun Energy Holding B.V. Netherlands Blue Sky Energy I B.V. SPV April 2021 AEG JD 02 Limited Netherlands BI.MA. S.r.l. SPV March 2021 Solis Bond Company DAC Italy MABI S.r.l. SPV June 2021 Solis Bond Company DAC Italy Alternus Energy Americas Inc. Holding Company 10 May 2021 Alternus Energy Group Pl USA LJG Green Source Energy Beta S.r.l SPV 29 July 2021 Solis Bond Company DAC Romania Ecosfer Energy S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Lucas EST S.r.l. SPV 30 July 2021 Solis Bond Company DAC Romania Risorse Solari I S.r.l. SPV 28 September 2019 AEG MH 02 Limited Italy Risorse Solari III S.r.l. SPV 3 August 2021 AEG MH 02 Limited Italy Alternus Iberia S.L. SPV 4 August 2021 AEG MH 02 Limited Spain Altnua Limited Services Company 11 August 2021 AEG MH 02 Limited Ireland Solarpark Samas Sp. z o.o. SPV 31 August 2021 Solis Bond Company DAC Poland GHFG Limited Holding Company 14 September 2021 Alternus Energy Group plc Ireland AEG JD 02 Limited Holding Company 30 September 2021 Alternus Energy Group plc Ireland AED Italia-01 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-02 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-03 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-04 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy AED Italia-05 S.r.l. SPV 22 October 2021 AEG MH 02 Limited Italy ALT US 01 LLC SPV 6 December 2021 Alternus Energy Americas Inc. USA Elektrownia PV Komorowo Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland PV Zachod Sp. z o.o. SPV 22 December 2021 Solis Bond Company DAC Poland UPER Energy Romania S.r.l. SPV 28 February 2022 Uper Energy Europe B.V. Romania ALT POL HC 01 Sp. z o.o. SPV 8 March 2022 AEG JD 01 Limited Poland AEG MH 01 Limited Holding Company 8 March 2022 Alternus Lux 01 S.a.r.l. Ireland AEG MH 02 Limited Holding Company 8 March 2022 AEG JD 03 Limited Ireland ALT US 02 LLC Holding Company 8 March 2022 Alternus Energy Americas Inc. USA AEG JD 01 Limited Holding Company 16 March 2022 AEG MH 03 Limited Ireland AEG JD 03 Limited Holding Company 21 March 2022 Alternus Lux 01 S.a.r.l. Ireland RA01 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland Gardno2 Sp. z o.o. SPV 24 March 2022 Solis Bond Company DAC Poland ALT US 03 LLC SPV 4 May 2022 Alternus Energy Americas Inc. USA Alt Spain 03, S.L.U. SPV 31 May 2022 Alt Spain Holdco S.L. Spain AEG MH 03 Limited Holding Company 10 June 2022 AEG MH 01 Limited Ireland UPER Energy Italia S.r.l. SPV 27 June 2022 Uper Energy Europe B.V. Italy Lightwave Renewables, LLC SPV Acquired 29 June 2022 ALT US 02 LLC USA Alt Spain Holdco, S.L.U. (NF Projects S.L) Holding Company Acquired 14 July 2022 AEG MH 02 Limited Spain Alt Spain 02, S.L.U. SPV 14 July 2022 Alt Spain Holdco, S.L.U. Spain AED Italia-06 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-07 S.r.l. SPV 2 August 2022 AEG MH 02 Limited Italy AED Italia-08 S.r.l. SPV 5 August 2022 AEG MH 02 Limited Italy UPER Energy Poland Sp. z o.o. SPV 18 August 2022 Uper Energy Europe B.V. Poland ALT US 04 LLC Holding Company 14 September 2022 Alternus Energy Americas Inc. USA Alt GR 01 Holding Company 5 October 2022 Alternus Lux 01 S.a.r.l. Greece Alternus LUX 01 S.a.r.l. Holding Company 5 October 2022 Alternus Energy Group Plc Luxembourg Alternus FundCo Limited Funding Company 7 December 2022 Alternus Energy Group plc Ireland ALT POL HC 02 Sp. z o.o. Holding Company 20 January 2023 Alternus Lux 01 S.a.r.l. Poland Alt Spain 04, S.L.U. SPV May 2022 Alt Spain Holdco, S.L.U. Spain Alt Alliance LLC Holding Company September 2023 Alternus Energy Amercias Inc. USA ALT US 05 LLC Holding Company September 2023 Alternus Energy Americas Inc. USA * Non-controlling interest is not material | In summary, Alternus Energy Group Plc is a holding company that operates through the following eighty operating subsidiaries as of December 31, 2022: Subsidiary Principal Activity Date Acquired / Established ALTN Ownership Country of Operation PCG_HoldCo GmbH Holding Company July 2018 100% (via Altam) Germany PCG_GP UG General Partner (Management Company) August 2018 100% (via PCG_HoldCo ) Germany PSM 20 GmbH & Co KG SPV November 2018 100% (via PCG_HoldCo) Germany PSM 40 GmbH & Co KG SPV December 2018 100% (via PCG_HoldCo) Germany GRT 1.1 GmbH & Co KG SPV December 2018 100% (via PCG_HoldCo) Germany GRK 17.2 GmbH & Co KG SPV November 2018 (Dissolved) 100% (via PCG_HoldCo) Germany ALTN HoldCo UG SPV December 2018 100% (via PCG Germany Solis Bond Company DAC Holding Company October, 2020 100% (via AEG) Ireland Altnua Limited (f/k/a/ Alternus Energy Services Company August 2021 100% (via AEG Ireland GHFG Limited Holding Company September 2021 55% (via AEG) Ireland AEG JD 01 Limited Junior Debt Holding Company March 2022 100% (via AEG Ireland AEG JD 03 Limited Junior Debt Holding Company March 2022 100% (via Ireland AEG MH 01 Limited Holding Company March 2022 100% (via Ireland AEG MH 02 Limited Holding Company March 2022 100% (via Ireland AEG MH 03 Limited Holding Company June 2022 100% (via AEG Ireland AEG JD 02 Limited (f/k/a/ Alternus Energy Construction Holding Limited AECHL) Holding Company September 2021 100% (via AEG) Ireland Alternus Fundco Limited Funding Company December 2022 100% (via AEG) Ireland PC-Italia-01 S.R.L. Sub-Holding May 2015 100% (via AE Europe) Italy PC-Italia-02 S.p.A. SPV September 2016 100% (via Solis) Italy Sant’Angelo Energia S.r.l. SPV May 2021 100% (via Solis) Italy CIC Rooftop 2 S.r.l. SPV April 24, 2019 100% (via Solis) Italy CIC RT Treviso S.r.l. SPV April 24, 2019 100% (via Solis) Italy SPV White One S.r.l. SPV April 24, 2019 100% (via Solis) Italy CTS Power 2 S.r.l. SPV April 30, 2019 100% (via Solis) Italy PC-Italia-03 S.R.L. SPV July 2020 100% (via AEG) Italy PC-Italia-04 S.R.L. SPV July 2020 100% (via AEG) Italy KKSOL S.R.L. SPV February 2021 100% (via Solis) Italy Petriolo Fotovoltaica S.r.l. SPV March 2021 100% (via Solis) Italy Solarpark Serre 1 S.R.L. SPV March 2021 100% (via Solis) Italy BIMA S.R.L. SPV March 2021 100% (via Solis) Italy MABI S.R.L. SPV June 2021 100% (via Solis) Italy Risore Solari I S.R.L SPV September 2019 100% (via PC03) Italy Risore Solari III S.R.L SPV August 2021 100% (via PC03) Italy AED Italia – 01 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 02 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 03 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 04 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 05 S.r. l SPV October 2021 100% (via AECHL) Italy AED Italia – 06 S.r. l SPV August 2022 100% (via AECHL) Italy AED Italia – 07 S.r. l SPV August 2022 100% (via AECHL) Italy AED Italia – 08 S.r. l SPV August 2022 100% (via AECHL) Italy Uper Energy Italia S.R.L SPV June 2022 100% (via Uper Energy Europe B.V.) Italy AE Europe B.V. Holding Company August 2016 100% (via Altam) Netherlands AEN 01 B.V. SPV June 13, 2019 100% (via Altam) Netherlands Zonnepark Rilland B.V. SPV December 20, 2019 100% (via Solis) Netherlands AEN 02 B.V. SPV July 2020 (Dissolved in 2021) 100% (via Altam) Netherlands Unisun Energy Holding B.V. Holding Company April 2021 60%* (via AEG) Netherlands Unisun Energy B.V. SPV April 2021 60%* (via AEG) Netherlands UPER Energy Europe B.V. Services Company April 2021 100% (via Unisun Energy Holding B.V.) Netherlands Unisun Energy Poland Investment B.V. SPV April 2021 100% (via Unisun Energy Holding B.V.) Netherlands Blue Sky Energy I B.V. SPV April 2021 100% (via AEG JD 02 Limited) Netherlands Altnor AS Holding Company August 2021 (Dissolved in November 2022) 100% (via AEG) Norway Solarpark Samas Sp. SPV May 2021 100% (via Solis) Poland Elektrownia PV Komorowo Sp. Z.O.O SPV December 2021 100% (via Solis) Poland PV Zachod Sp. Z.O.O SPV December 2021 100% (via Solis) Poland Alt POL HC 01 Sp. SPV March 2022 100% (via AEG JD 01 Limited) Poland Uper Energy Poland SP.z.o.o SPV August 2022 100% (via Uper Energy Europe B.V.) Poland RA01 Sp. z o.o. SPV March 2022 100% (via Solis) Poland Gardno PV Sp. z o.o. SPV March 2022 100% (via Solis) Poland Gardno2 PV Sp. z o.o. SPV March 2022 100% (via Solis) Poland Power Clouds S.R.L. SPV March 31, 2015 100% (via Solis) Romania F.R.A.N. Energy Investment S.R.L. SPV March 31, 2015 100% (via Solis) Romania Lucas EST S.R.L. SPV March 2021 100% (via Solis) Romania Ecosfer Energy S.R.L.. SPV March 2021 100% (via Solis) Romania LJG Green Source Energy Beta S.R.L. SPV May 2021 100% (via Solis) Romania Uper Energy Romania S.R.L. SPV February 2022 100% (via Uper Energy Europe B.V.) Romania Alternus Iberia S.L.,(f/k/a Alt Spain 01, S.L.U.) SPV August 2021 100% (via PC03) Spain Alt Spain Holdco, S.L.U. Holding Company July 2022 100% (via Altnua Limited) Spain Alt Spain 02, S.L.U SPV July 2022 100% (via Alt Spain HoldCo, Spain Alt Spain 03, S.L.U. SPV May 2022 100% (via Alt Spain HoldCo, S.L.U.) Spain Alt Spain 04, S.L.U. SPV May 2022 100% (via Alt Spain HoldCo, S.L.U.) Spain Altam Inc Holding Company October 2020 100% (via AEG) USA Alternus Energy Americas Inc. Holding Company May 2021 100% (via AEG) USA Alt US 01 LLC SPV December 2021 100% (via Alternus Energy Americas Inc) USA Alt US 02 LLC Holding Company March 2022 100% (via AEA) USA Alt US 03 LLC SPV May 2022 100% (via AEA) USA Alt US 04 LLC Holding Company September 2022 100% (via AEA) USA LightWave Renewables, LLC SPV June 2022 100% (via ALT USA ALT GR 01 Holding Company October 2022 100% (via Alternus LUX 01 S.a.r.l.) Greece Alternus LUX 01 S.a.r.l. Holding Company October 2022 100% (via AEG) Luxembourg * Non-controlling interest is not material |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of the Company’s Revenues Disaggregated by Country | The following table shows the Company’s revenues disaggregated by country and contract type: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Country Italy 1,228 1,018 2,924 2,847 Romania 5,161 4,216 13,271 14,061 Germany 8 44 22 142 Netherlands 1,096 1,673 4,378 3,759 Poland 2,952 5,411 7,121 9,659 United States 33 10 83 15 Total 10,478 12,372 27,799 30,483 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Offtake Type Country Renewable Programs 3,690 9,184 8,812 16,550 Green Certificates 3,212 1,155 8,170 6,970 Energy Offtake Agreements 3,572 2,020 10,355 6,808 Other Revenue 4 13 462 155 Total 10,478 12,372 27,799 30,483 | The following table shows the Company’s revenues disaggregated by country and contract type: Year Ended December 31, Revenue, by Country (in thousands) 2022 2021 (in thousands) Italy $ 3,354 $ 3,665 Romania 13,710 13,964 Germany 201 187 Netherlands 4,528 1,340 Poland 10,709 2,237 United States 24 — Total $ 32,526 $ 21,393 Year Ended December 31, Revenue, by Offtake Type (in thousands) 2022 2021 (in thousands) Country Renewable Programs $ 5,016 $ 4,133 Green Certificates 9,452 8,427 Energy Offtake Agreements 17,888 8,833 Other Revenue 170 — Total $ 32,526 $ 21,393 |
Schedule of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive: September 30, September 30, 2023 2022 (in thousands) Stock options 40,000 - Warrants 43,500 538,146 Total 83,500 538,146 | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive: Year Ended December 31, 2022 2021 Stock options granted and shares outstanding 26,365,738 26,335,738 Warrants 220,182 817,704 Total 26,585,920 27,153,442 |
Clean Earth Acquisitions Corp [Member] | ||
Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of Common Stock Subject to Possible Redemption is Reflected on the Balance Sheet | The Class A common stock subject to possible redemption is reflected on the balance sheet as of September 30, 2023 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327 ) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 84,940,910 Re-measurement on Class A common stock subject to possible redemption 1,097,181 Class A common stock subject to possible redemption, September 30, 2023 $ 86,038,091 | The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700 ) Fair value allocated to rights (15,741,200 ) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513 ) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 |
Schedule of Basic and Diluted Net Income (Loss) Per Common Stock | The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and nine months ended September 30, 2023 (in dollars, except share amounts): Three Months Ended September 30, 2023 Net income $ 7,216 Remeasurement of temporary equity to redemption value (1,097,181 ) Net loss including remeasurement of temporary equity to redemption value $ (1,089,965 ) Three Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (531,636 ) $ (558,329 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,097,181 — Allocation of net income (loss) $ 565,545 $ (558,329 ) Weighted average shares outstanding 8,147,563 8,556,667 Net income (loss) per share $ 0.07 $ (0.07 ) Nine Months Ended September 30, 2023 Net income $ 3,239,010 Remeasurement of temporary equity to redemption value (4,604,390 ) Net loss including remeasurement of temporary equity to redemption value $ (1,365,380 ) Nine Months Ended September 30, 2023 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (890,320 ) $ (475,060 ) Deemed dividend for remeasurement of temporary equity to redemption value 4,604,390 — Allocation of net income (loss) $ 3,714,070 $ (475,060 ) Weighted average shares outstanding 16,036,220 8,556,667 Net income (loss) per share $ 0.23 $ (0.06 ) Three Months Ended September 30, 2022 Net loss $ (146,096 ) Remeasurement of temporary equity to redemption value (1,139,015 ) Net loss including remeasurement of temporary equity to redemption value $ (1,285,111 ) Three Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (936,650 ) $ (348,461 ) Deemed dividend for remeasurement of temporary equity to redemption value 1,139,015 — Allocation of net income (loss) $ 202,365 $ (348,461 ) Weighted average shares outstanding 23,000,000 8,556,667 Net income (loss) per share $ 0.01 $ (0.04 ) Nine Months Ended September 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net loss from date of initial public offering through September 30, 2022 (821,782 ) Total loss year to date (858,816 ) Remeasurement of temporary equity to redemption value (41,007,220 ) Net loss including remeasurement of temporary equity to redemption value $ (41,866,036 ) Nine Months Ended September 30, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (30,486,966 ) $ (11,379,070 ) Deemed dividend for remeasurement of temporary equity to redemption value 41,007,220 — Allocation of net income (loss) $ 10,520,254 $ (11,379,070 ) Weighted average shares outstanding 18,113,553 8,107,815 Net income (loss) per share $ 0.58 $ (1.40 ) | The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034 ) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441 ) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486 ) For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546 ) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00 ) |
Schedule of Basic and Diluted Net Income (Loss) Per Share | Twelve Months Ended December 31, 2022 Class A Class A & Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238 ) $ (11,604,248 ) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248 ) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38 ) |
Related Party (Tables)
Related Party (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of Director's Renumeration | Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Nine-months Ended September 30, Transactions with Directors 2023 2022 (in thousands) Loan from Vestco, a related party to Board member and CEO Vincent Browne $ 60 $ - Total $ 60 $ - | Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Transactions with Directors 2022 2021 (in thousands) Wikborg Sons Ltd AS fee, a related party to board member Rolf Wikborg $ — $ 718 Prepaid consulting agreement with Wikborg Sons Ltd AS, a related party board member Rolf Wikborg — 340 Doonbeg Partners, a related party to board member John Thomas — 1,007 Total $ — $ 2,065 |
Schedule of Director's Renumeration | Nine-months Ended September 30, Director’s remuneration 2023 2022 (in thousands) Remuneration in respect of services as directors $ 489 $ 486 Remuneration in respect to long term incentive schemes - - Total $ 489 $ 486 | The fees are fully paid and included with other placement fees relating to these transactions. No further fees are payable for any future financings under this agreement. Director’s remuneration 2022 2021 (in thousands) Remuneration in respect of services as directors $ 910 $ 648 Remuneration in respect to long term incentive schemes — — Total $ 910 $ 648 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrant [Member] | ||
Shareholders' Equity (Tables) [Line Items] | ||
Schedule of Warrants to Purchase of Ordinary Shares were Issued and Outstanding | The Company did not issue any additional warrants in 2023 and 16,884 warrants expired during the third quarter of 2023. Warrants Weighted Average Weighted Average Outstanding - December 31, 2022 220,182 $ 2.45 0.55 Issued during the year - - - Expired during the year (176,682 ) - - Outstanding - September 30, 2023 43,500 2.45 0.87 Exercisable - September 30, 2023 43,500 $ 2.45 $ 0.87 | The company did not issue any additional warrants in 2022 and 597,522 warrants expired during 2022. Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Outstanding – December 31, 2021 817,704 $ 2.45 1.11 Issued during the year — — — Expired during the year (597,522 ) — — Outstanding – December 31, 2022 220,182 2.45 0.55 Exercisable – December 31, 2022 220,182 $ 2.45 0.55 |
Income Tax Provision (Tables)
Income Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Provision (Tables) [Line Items] | |
Schedule of Net Deferred Tax Assets | The tax effects of temporary differences and carryovers that give rise to significant components of net deferred tax assets are as follows. Deferred Tax Assets 2022 2021 (in thousands) NOL Carryforward $ 10,745 $ 7,417 Capital Loss Carryforward 104 104 Stock Compensation 100 88 Interest Expenses 3,026 820 Lease Liabilities 1,907 — Asset basis differences 582 656 Total Deferred Tax Assets 16,464 9,085 Less: Valuation Allowance $ (14,558 ) $ (9,085 ) Net Deferred Tax Assets 1,906 — Deferred tax liabilities Right of use assets (1,907 ) — Net deferred tax assets (liabilities) — — |
Schedule of Reconciliation Between the Effective Tax Rate on Income from Continuing Operations | Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Rate Reconciliation 2022 2021 Book Loss Before Tax $ (36,279 ) $ (18,415 ) US Federal Tax: 21% (7,619 ) (3,867 ) State Taxes, net of federal income tax effect: 12.60% — — Tax Effect of: Permanent Differences 2,577 — Reversal/Addition of the Prior year tax 578 (2,039 ) Tax rate change — — Expiration of Unused Capital Loss Carryforward — — Change in valuation allowance 5,473, 5,707 Foreign tax rate differential (1,004 ) 199 Provision For Income Taxes $ 5 $ — |
Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities | Significant components of such assets and liabilities are as follows Netherlands $596 thousand Poland $993 thousand USA $175 thousand Other $143 thousand |
Clean Earth Acquisitions Corp [Member] | |
Income Tax Provision (Tables) [Line Items] | |
Schedule of Net Deferred Tax Assets | The following presents the Company’s net deferred tax assets at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Capitalized start-up costs $ 499,651 Net operating loss carryforward — Total deferred tax assets 499,651 Valuation allowance (499,651 ) Deferred tax assets $ — |
Schedule of Income Tax Provision | The following presents the components of the income tax provision for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Current - Federal $ 647,731 Current - State — Deferred - Federal (499,117 ) Deferred - State — Change in Valuation Allowance 499,117 Income Tax Provision $ 647,731 |
Schedule of Federal Income Tax Rate | The following presents the reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Statutory U.S. federal income tax rate 21.00 % Change in valuation allowance 70.53 % Income tax provision 91.53 % |
Schedule of the Valuation Allowance | The following presents the Company’s valuation allowance for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Valuation allowance at beginning of year $ 534 Increases recorded to income tax provision 499,117 Decreases recorded to income tax provision — Valuation allowance at end of year $ 499,651 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Clean Earth Acquisitions Corp [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Tables) [Line Items] | ||
Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: As of September 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 86,038,091 $ — $ — As of December 31, 2022 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 235,586,028 $ — $ — | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 235,586,028 $ — $ — |
Schedule of Financial Assets and Liabilities Not Measured at Fair Value are Recorded at Carrying Value | The tables below represent the carrying value, fair value and fair value hierarchy category of certain financial assets and liabilities that are recorded at fair value in the Company’s condensed balance sheets for the periods. The promissory notes with related parties are classified as Level 2 measurements as the inputs underlying the conversion options would largely be driven by the fair value of Class A common stock and Public Warrants for which quoted prices are observable in active markets. As of September 30, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 1,703,500 $ 1,703,500 $ — $ 1,703,500 $ — As of December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 806,170 $ 806,170 $ — $ 806,170 $ — |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Schedule of Accounts Receivables and Unbilled Energy Incentives | Accounts receivables, and unbilled energy incentives consist of the following (in thousands): September 30, December 31, 2023 2022 Accounts receivable 4,597 5,916 Unbilled energy incentives earned 5,883 4,954 Total 10,480 10,870 | Accounts receivables, and unbilled energy incentives consist of the following at December 31: Year Ended December 31, 2022 2021 (in thousands) Accounts receivable $ 5,916 $ 4,677 Unbilled energy incentives earned 4,954 3,139 $ 10,870 $ 7,816 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Schedule of Prepaid Expenses and Other Current Assets | Other receivable, prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, 2023 2022 Prepaid expenses and other current assets 1,326 2,871 Accrued Revenue 1,631 591 Other Receivable 3,187 947 Total 6,144 4,409 | Accounts receivables, prepaid expenses and other current assets consist of the following at December 31 Year Ended December 31, 2022 2021 (in thousands) Prepaid expenses and other current assets 4,409 2,039 $ 4,409 $ 2,039 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Schedule of Property and Equipment | As of September 30, 2023, the Company had $163 million of net investment in property and equipment, as outlined in the table below (in thousands): September 30, December 31, 2023 2022 Solar energy facilities 169,334 168,336 Building 1,077 1,076 Land 490 497 Leasehold improvements 120 118 Software and computers 456 335 Furniture and fixtures 435 281 Vehicle and other 34 - Asset retirement 1,340 1,345 Construction in progress 10,489 5,227 Total property and equipment 183,775 177,215 Less: Accumulated depreciation (20,644 ) (15,422 ) Total 163,131 161,793 | As of December 31, 2022, the Company had $161.8 million of net investment in property and equipment, as outlined in the table below. Year Ended December 31, 2022 2021 (in thousands) Solar energy facilities $ 168,336 $ 153,399 Building 1,076 917 Land 497 527 Leasehold improvements 118 44 Software and computers 335 178 Furniture and fixtures 281 33 Asset retirement 1,345 588 Construction in progress 5,227 14,381 Total property and equipment 177,215 170,067 Less: Accumulated depreciation (15,422 ) (9,709 ) $ 161,793 $ 160,358 |
Capitalized Development Cost _2
Capitalized Development Cost and Other Long-Term Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Capitalized Development Cost and Other Long-Term Assets [Abstract] | ||
Schedule of Capitalized Cost and Other Long-Term Assets | Capitalized cost and other long-term assets consisted of the following (in thousands): September 30, December 31, 2023 2022 Capitalized development cost and other long-term assets 9,308 7,266 Other receivables - 1,272 Total 9,308 8,538 | $8.5 million and $5.3 million of long-term assets as outlined in the table below: Year Ended December 31, 2022 2021 (in thousands) Capitalized development cost and other long-term assets $ 7,266 $ 3,286 Notes receivables and other long term prepaids 1,272 2,045 $ 8,538 $ 5,331 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Schedule of Goodwill Activity | Goodwill activity consisted of the following during the period ended September 30, 2023: Activity (in thousands) Goodwill - Balance January 1, 2022 $ 1,903 Additions - Impairment - Foreign currency translation adjustment (145 ) Goodwill - Balance December 31, 2022 $ 1,758 Additions - Impairment - Foreign currency translation adjustment (15 ) Goodwill - Balance September 30, 2023 $ 1,743 | Goodwill activity consisted of the following during the years ended December 31, 2022 and 2021: Activity (in thousands) Goodwill - Balance January 1, 2021 $ 1,350 Additions 657 Impairment — Foreign currency translation adjustment (104 ) Goodwill - Balance January 1, 2022 $ 1,903 Additions — Impairment — Foreign currency translation adjustment (145 ) Goodwill - December 31, 2022 $ 1,758 |
Accounts Payable (Tables)
Accounts Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Payable [Abstract] | ||
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services | Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Accounts payable consist of the following (in thousands): September 30, December 31, 2023 2022 Accounts payable 11,854 14,438 Total 11,854 14,438 | Deferred income relates to income related to Green certificates from Romania that have been received but not sold. Accounts payable and deferred income consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Accounts payable $ 14,438 $ 12,441 Deferred income 4,954 3,139 $ 19,392 $ 15,580 |
Deferred Income (Tables)
Deferred Income (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Income [Abstarct] | |
Schedule of Deferred Income | Deferred income consist of the following (in thousands): September 30, December 31, 2023 2022 Deferred income 5,883 4,954 Total 5,883 4,954 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued expenses - other 11,931 4,265 Accrued interest 8,731 5,269 Accrued payroll 1,859 350 Total 22,521 9,884 | Accrued liabilities consist of the following at December 31, 2022 and 2021 Year Ended December 31, 2022 2021 (in thousands) Accrued expenses $ 4,265 $ 2,181 Accrued interest 5,269 1,549 Other accrued 350 1,562 $ 9,884 $ 5,292 |
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services | Accounts payable represent amounts owed to suppliers of goods and services that the Group has consumed through operations. Accounts payable consist of the following (in thousands): September 30, December 31, 2023 2022 Accounts payable 11,854 14,438 Total 11,854 14,438 | Deferred income relates to income related to Green certificates from Romania that have been received but not sold. Accounts payable and deferred income consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Accounts payable $ 14,438 $ 12,441 Deferred income 4,954 3,139 $ 19,392 $ 15,580 |
Taxes Recoverable and Payable (
Taxes Recoverable and Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Taxes Recoverable and Payable [Abstract] | ||
Schedule of Taxes Recoverable and Payable | Taxes recoverable consist of the following (in thousands): September 30, December 31, 2023 2022 Taxes recoverable 2,620 1,876 Less: Taxes payable (1,200 ) (1,135 ) Total 1,420 741 | Taxes recoverable consist of the following at December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Taxes recoverable $ 1,876 $ 5,461 Less: Taxes payable 1,135 1,734 $ 741 $ 3,727 |
Green Bonds, Convertible and _2
Green Bonds, Convertible and Non-convertible Promissory Notes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Green Bonds, Convertible and Non-convertible Promissory Notes [Abstract] | ||
Schedule of Debt Balances | The following table reflects the total debt balances of the Company as September 30, 2023 and December 31, 2022. (in thousands): As of As of 2023 2022 (in thousands) Green bonds 159,291 149,481 Convertible debt, secured 11,483 9,609 Senior secured debt and promissory notes 40,521 33,500 Total debt 211,295 192,590 Less current maturities (197,112 ) (21,631 ) Long term debt, net of current maturities 14,183 170,959 Current maturities 197,112 21,631 Less current debt discount (2,194 ) (4,335 ) Current maturities net of debt discount 194,918 17,296 Long-term maturities 14,183 170,959 Less long-term debt discount (2,707 ) (197 ) Long-term maturities net of debt discount 11,476 170,762 | The following table reflects the total debt balances of the Company as December 31, 2022 and 2021: Year Ended December 31, 2022 2021 (in thousands) Green bonds $ 149,481 $ 147,238 Convertible debt, secured 9,609 10,193 Senior secured debt and promissory notes 33,500 20,261 Total debt 192,590 177,692 Less current maturities (21,631 ) (6,077 ) Long term debt, net of current maturities 170,959 171,615 Less debt discount (4,532 ) (8,026 ) Long term debt, net of debt discount $ 166,427 $ 163,589 |
Schedule of Debt Maturities | Five-year debt maturities schedule (in thousands) 2023 Sep 1 - Dec 31 2024 2025 2026 2027 Thereafter Total Gross Debt $ 178,002 $ 22,482 $ 2,848 $ 890 $ 890 $ 6,183 $ 211,295 Total $ 178,002 $ 22,482 $ 2,848 $ 890 $ 890 $ 6,183 $ 211,295 | Five-year debt maturities schedule (in thousands) 2023 2024 2025 2026 2027 Thereafter Total Gross Debt $ 21,631 $ 161,688 $ 890 $ 890 $ 890 $ 6,601 $ 192,590 Total $ 21,631 $ 161,688 $ 890 $ 890 $ 890 $ 6,601 $ 192,590 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of Key Components of the Company's Operating Leases | The key components of the company’s operating leases were as follows (in thousands): September 30, December 31, 2023 2022 Operating Lease - Operating Cash Flows (Fixed Payments) 594 1,121 Operating Lease - Operating Cash Flows (Liability Reduction) 429 932 New ROU Assets - Operating Leases - 10,551 Weighted Average Lease Term - Operating Leases (years) 21.05 21.54 Weighted Average Discount Rate - Operating Leases 7.10 % 7.10 % | The key components of the company’s operating leases at December 31, 2022 were as follows: 2022 (in thousands) Operating Lease - Operating Cash Flows (Fixed Payments) $ 1,121 Operating Lease - Operating Cash Flows (Liability Reduction) 932 New ROU Assets - Operating Leases 10,551 Weighted Average Lease Term - Operating Leases 21.54 Weighted Average Discount Rate - Operating Leases 7.10 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2023 were as follows: Five-year lease schedule: (in thousands) 2023 Oct 1 – Dec 31 $ 213 2024 845 2025 868 2026 893 2027 918 Thereafter 16,336 Total lease payments 20,073 Less imputed interest (10,728 ) Total $ 9,345 | Maturities of lease liabilities as of December 31, 2022 were as follows: Five-year lease schedule: (in thousands) 2023 $ 793 2024 842 2025 865 2026 889 2027 913 Thereafter 16,236 Total lease payments 20,538 Less imputed interest 11,110 Total $ 9,428 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Schedule of Asset Retirement Obligations | The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended September 30, 2023 and December 31, 2022 was 7.1%. Activity ARO Liability - Balance January 1, 2022 $ 625 Additional obligations incurred 733 Accretion expense 76 Foreign exchange loss (gain) 27 ARO Liability - Balance December 31, 2022 $ 1,461 Additional obligations incurred - Accretion expense 81 Foreign exchange loss (gain) (8 ) ARO Liability -- September 30, 2023 $ 1,534 | The Company’s AROs mostly relate to the retirement of solar park land or buildings. The discount rate used to estimate the present value of the expected future cash flows for the year ended December 31, 2022 and 2021 was 7.1% and 6%, respectively. Activity ARO Liability - January 1, 2021 $ 167 Additional obligations incurred 449 Accretion expense 23 Foreign exchange loss (gain) (14 ) ARO Liability - December 31, 2021 $ 625 Additional obligations incurred 733 Accretion expense 76 Foreign exchange loss 26 ARO Liability - December 31, 2022 $ 1,461 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Option Activity | The following table summarizes stock option activity for the period ended September 30, 2023 and the year ended December 31, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31,2021 43,000 $ 2.98 Granted — — Exercised — — Expired or Forfeited — — Outstanding, December 31, 2022 43,000 $ 2.98 8.9 15 Granted — — — — Exercised — — — — Expired or Forfeited (3,000 ) 2.98 — — Outstanding - September 30, 2023 40,000 $ 2.98 8.2 28 Exercisable - September 30, 2023 40,000 $ 2.98 8.2 28 | The following table summarizes stock option activity for the year ended December 31, 2022: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding, December 31,2020 — — Granted 43,000 $ 2.98 Exercised — — Expired or Forfeited — — Outstanding, December 31, 2021 43,000 $ 2.98 9.9 15 Granted — — — — Exercised — — — — Expired or Forfeited — — — — Outstanding - December 31, 2022 43,000 $ 2.98 8.9 15 Exercisable - December 31, 2022 43,000 $ 2.98 8.9 15 |
Schedule of Fair Value of Stock Options Assumptions | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2022 by using the Black-Scholes-Merton stock option pricing valuation model. The Company did not grant any stock options during the year ended December 31, 2021. Weighted-average risk-free interest rate 1.27 % Expected term (in years) 5.0 Expected volatility 49 % Dividend yield 0 % |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Schedule of Geographic Information Related to the Company’s Single Reportable Segment | The following tables present geographic information related to the Company’s single reportable segment. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue by Country Italy 1,228 1,018 2,924 2,847 Romania 5,161 4,216 13,271 14,061 Germany 8 44 22 142 Netherlands 1,096 1,673 4,378 3,759 Poland 2,952 5,411 7,121 9,659 United States 33 10 83 15 Total 10,478 12,372 27,799 30,483 Three Months Ended Nine Months Ended 2023 2022 2023 2022 Cost of Revenue by Country Italy 250 161 732 469 Romania 657 2,427 2,193 5,868 Germany 25 16 30 30 Netherlands 249 268 619 632 Poland 955 1,724 2,924 2,632 United States 21 - 47 - Total 2,157 4,596 6,545 9,631 | The following tables present geographic information related to the Company’s single reportable segment. Year Ended December 31, Revenues 2022 2021 (in thousands) Italy $ 3,354 $ 3,665 Romania 13,710 13,964 Germany 201 187 Netherlands 4,528 1,340 Poland 10,709 2,237 United States 24 — Total $ 32,526 $ 21,393 Year Ended December 31, Cost of Revenues 2022 2021 (in thousands) Italy $ 812 $ 711 Romania 3,628 5,256 Germany 42 50 Netherlands 600 487 Poland 4,142 661 Total $ 9,224 $ 7,165 Year Ended December 31, Long Lived Assets 2022 2021 (in thousands) Italy $ 23,407 $ 25,305 Romania 44,759 48,753 Germany 1,927 4,371 Netherlands 25,416 22,949 Poland 75,033 63,917 Ireland 13,702 10,161 United States 5,919 856 Spain 145 66 Total $ 190,308 $ 176,378 |
Accrued Liabilities (Tables)_2
Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accrued Liabilities [Abstract] | ||
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, December 31, 2023 2022 Accrued expenses - other 11,931 4,265 Accrued interest 8,731 5,269 Accrued payroll 1,859 350 Total 22,521 9,884 | Accrued liabilities consist of the following at December 31, 2022 and 2021 Year Ended December 31, 2022 2021 (in thousands) Accrued expenses $ 4,265 $ 2,181 Accrued interest 5,269 1,549 Other accrued 350 1,562 $ 9,884 $ 5,292 |
Development Cost (Tables)
Development Cost (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Development Cost [Abstract] | |
Schedule of Development Cost | The table below summarizes the development cost: Project 1 $ 11,896 Project 2 4,425 Project 3 1,007 Miscellaneous development cost 6,597 Total $ 23,925 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 6 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 12, 2022 shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 23, 2022 USD ($) $ / shares shares | Sep. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Nov. 28, 2023 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | May 25, 2023 $ / shares | Jun. 30, 2022 $ / shares | Aug. 31, 2021 | Aug. 30, 2021 $ / shares | Jul. 31, 2021 | Jun. 30, 2021 $ / shares | Jun. 30, 2021 € / shares | Mar. 31, 2021 | Jan. 01, 2021 $ / shares | Jan. 01, 2021 € / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Date of incorporated | Jan. 31, 2019 | Jan. 31, 2019 | |||||||||||||||||||
Purchase price, per unit (in Dollars per share) | (per share) | $ 2.12 | $ 3.05 | $ 0.012 | € 0.01 | |||||||||||||||||
Operating cash (in Dollars) | $ 18,027,000 | $ 3,886,000 | $ 12,381,000 | $ 2,987,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | ||||||||||||||||||
Unisun Energy Holding B.V. [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Owns percentage | 100% | ||||||||||||||||||||
Alternus Energy Americas Inc. [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Owns percentage | 100% | ||||||||||||||||||||
GHFG Limited [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Owns percentage | 55% | ||||||||||||||||||||
Romanian companies [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share capital percentage | 100% | 100% | |||||||||||||||||||
Italian company [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share capital percentage | 100% | 100% | 100% | 100% | 100% | 100% | |||||||||||||||
Polish company [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share capital percentage | 100% | 100% | |||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Purchase price, per unit (in Dollars per share) | (per share) | $ 0.012 | € 0.01 | |||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Date of incorporated | May 14, 2021 | May 14, 2021 | |||||||||||||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | |||||||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||
Maturity days | 185 days | ||||||||||||||||||||
Number of shares to be issued at closing (in Shares) | shares | 55,000,000 | ||||||||||||||||||||
Subject to certain earn-out provision shares (in Shares) | shares | 35,000,000 | ||||||||||||||||||||
Aggregate fair market value percentage | 80% | ||||||||||||||||||||
Percentage of voting securities | 50% | ||||||||||||||||||||
Obligation to redeem percentage | 100% | 100% | |||||||||||||||||||
Aggregate redemption amount (in Dollars) | $ 154,152,327 | ||||||||||||||||||||
Redemption amount (in Dollars) | 86,038,091 | $ 235,586,028 | |||||||||||||||||||
Operating cash (in Dollars) | 33,912 | 9,266 | 630,460 | ||||||||||||||||||
Working capital deficit (in Dollars) | $ 3,861,647 | 2,496,267 | |||||||||||||||||||
Payment from sponsor (in Dollars) | (25,000) | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Issuance period of financial statement | 1 year | 1 year | |||||||||||||||||||
Sale of Units (in Shares) | shares | 23,000,000 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ 232,300,000 | $ 230,000,000 | $ 230,000,000 | ||||||||||||||||||
Maturity days | 185 years | 185 days | |||||||||||||||||||
Assets held in the trust account percentage | 80% | ||||||||||||||||||||
Ownership interest to be acquired on post-transaction company | 50% | ||||||||||||||||||||
Additional shares of working capital adjustment (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Operating cash (in Dollars) | $ 630,460 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Working Capital [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Issuance period of financial statement | 1 year | 1 year | |||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | IPO [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Sale of Units (in Shares) | shares | 23,000,000 | ||||||||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ 230,000,000 | ||||||||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | $ 10.1 | $ 10.1 | ||||||||||||||||||
Net proceeds (in Dollars) | $ 232,300,000 | ||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | $ 10 | ||||||||||||||||||
Sale of Units (in Shares) | shares | 23,000,000 | ||||||||||||||||||||
Gross proceeds (in Dollars) | $ 230,000,000 | ||||||||||||||||||||
Net proceeds (in Dollars) | $ 232,300,000 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Private Placement [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Sale of Units (in Shares) | shares | 890,000 | ||||||||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Sale of the private units (in Dollars) | $ 8,900,000 | ||||||||||||||||||||
Sale of Units (in Shares) | shares | 890,000 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Trust Account [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Redemption amount (in Dollars) | $ 84,562,944 | $ 84,562,944 | |||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Purchase price, per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Sale of Units (in Shares) | shares | 3,000,000 | 3,000,000 | |||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A common stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 9.2 | ||||||||||||||||||||
Deposited amount (in Dollars) | $ 195,000 | ||||||||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 0.04 | ||||||||||||||||||||
Aggregate shares (in Shares) | shares | 14,852,437 | ||||||||||||||||||||
Aggregate redemption amount (in Dollars) | $ 154,152,327 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | CommonClassaSubjectToRedemption [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Aggregate shares (in Shares) | shares | 14,852,437 | ||||||||||||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.38 | 10.38 | $ 10.38 | ||||||||||||||||||
Gross proceeds (in Dollars) | $ 230,000,000 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | Sponsor [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Payment from sponsor (in Dollars) | $ 25,000 | ||||||||||||||||||||
Payment from sponsor (in Dollars) | $ 25,000 | ||||||||||||||||||||
Business Combination [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Business combination agreement (in Shares) | shares | 90,000,000 | ||||||||||||||||||||
Price per public share (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | |||||||||||||||||||
Net tangible assets (in Dollars) | $ 5,000,001 | ||||||||||||||||||||
Number of business days | 10 | 10 | |||||||||||||||||||
Net tangible assets (in Dollars) | $ 5,000,001 | ||||||||||||||||||||
Termination fee (in Dollars) | $ 2,000,000 | ||||||||||||||||||||
Business Combination [Member] | Post Transaction [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Owns or acquires, perecntage | 50% | ||||||||||||||||||||
Alternus Energy Group Plc [Member] | Clean Earth Acquisitions Corp [Member] | Maximum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Subject to certain earn-out provision shares (in Shares) | shares | 35,000,000 | ||||||||||||||||||||
Agreement amount (in Dollars) | $ 550,000,000 | ||||||||||||||||||||
Alternus Energy Group Plc [Member] | Clean Earth Acquisitions Corp [Member] | Minimum [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Subject to certain earn-out provision shares (in Shares) | shares | 20,000,000 | ||||||||||||||||||||
Agreement amount (in Dollars) | $ 275,000,000 | ||||||||||||||||||||
Alternus Energy Group Plc [Member] | Clean Earth Acquisitions Corp [Member] | Class A common stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Subject to certain earn-out provision shares (in Shares) | shares | 35,000,000 | ||||||||||||||||||||
Alternus Energy Group Plc [Member] | Business Combination Agreement with Alternus Energy Group Plc [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Number of shares to be issued at closing (in Shares) | shares | 55,000,000 | ||||||||||||||||||||
Additional shares (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Subject to certain earn-out provision shares (in Shares) | shares | 35,000,000 | ||||||||||||||||||||
Estimated working capital (in Dollars) | $ 10,000,000 | ||||||||||||||||||||
Common shares (in Shares) | shares | 1,000,000 | ||||||||||||||||||||
Alternus Energy Group Plc [Member] | Business Combination Agreement with Alternus Energy Group Plc [Member] | Clean Earth Acquisitions Corp [Member] | Class A common stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Price per public share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||
Agreement amount (in Dollars) | $ 550,000,000 | ||||||||||||||||||||
PC-Italia-03 S.R.L.[Member] | Italian company [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share capital percentage | 100% | ||||||||||||||||||||
Alternus Energy Group [Member] | |||||||||||||||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||||||||||||||
Share capital percentage | 60% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
May 25, 2023 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2023 EUR (€) shares | Feb. 23, 2022 $ / shares | |
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Computation of earnings per share (in Shares) | shares | 83,500,000 | 538,146,000 | 26,585,920,000 | 27,153,442,000 | |||||||||||
Cash balance | $ 6,500,000 | $ 6,500,000 | |||||||||||||
Impairment loss on property and equipment | $ 79,000 | ||||||||||||||
Write down | $ 4,200,000 | $ 4,200,000 | |||||||||||||
Cash flow discount rate | 7.10% | 7.10% | |||||||||||||
Revenue from customer | $ 18,400,000 | $ 20,800,000 | 9,600,000 | $ 6,400,000 | |||||||||||
Foreign currency translation adjustment | $ (2,246,000) | $ (2,199,000) | 586,000 | (3,755,000) | |||||||||||
Impairment loss | $ (28,000) | $ 79,000 | |||||||||||||
Discount rate | 7.10% | 7.10% | 7.10% | 7.10% | |||||||||||
European Union [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Cash balance | $ 105,841 | $ 105,841 | € 100,000 | ||||||||||||
United States [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Cash balance | 250,000 | $ 250,000 | |||||||||||||
Three Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue | 69% | ||||||||||||||
Three Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue | 30% | ||||||||||||||
Four Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue | 71% | ||||||||||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue | 63% | ||||||||||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Percentage of revenue | 74% | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Cash equivalents | |||||||||||||||
Deferred underwriting fee | $ 7,245,000 | $ 7,245,000 | |||||||||||||
Share price on allocation of net proceeds to transaction costs (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||
Share price (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||
Computation of earnings per share (in Shares) | shares | 11,500,000 | ||||||||||||||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | 0 | ||||||||||||
Net proceeds | $ 232,300,000 | $ 230,000,000 | $ 230,000,000 | ||||||||||||
Obligation to redeem Public Shares | 100% | ||||||||||||||
Remeasurement value of Class A common stock to its redemption value | $ 39,491,791 | (1,097,181) | $ (1,097,561) | $ (2,409,648) | $ (1,139,015) | $ (313,681) | $ (39,554,524) | (4,604,390) | $ (41,007,220) | $ (42,756,441) | |||||
Temporary Equity, Accretion to Redemption Value, Additional Adjustment | $ 3,264,650 | ||||||||||||||
Tax benefit rate | 50% | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | Public Warrant [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Computation of earnings per share (in Shares) | shares | 11,500,000 | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | IPO [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Offering costs | 18,678,975 | 18,678,975 | $ 18,678,975 | ||||||||||||
Underwriting discounts | 4,600,000 | ||||||||||||||
Deferred underwriting fee | 8,050,000 | 8,050,000 | 4,600,000 | ||||||||||||
Actual offering costs | 1,292,649 | 1,292,649 | 1,292,649 | ||||||||||||
Excess fair value of founder shares | $ 4,736,326 | 4,736,326 | $ 4,736,326 | ||||||||||||
Reduction in offering cost | $ 18,678,975 | ||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | $ 10.1 | $ 10 | |||||||||||
Net proceeds | $ 230,000,000 | ||||||||||||||
Deferred underwriting commission | $ 8,050,000 | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | CommonClassaSubjectToRedemption [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Class A common stock subject to possible redemption, outstanding (in Shares) | shares | 14,852,437 | 8,147,563 | 23,000,000 | 8,147,563 | 23,000,000 | 23,000,000 | 8,147,563 | ||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.38 | $ 10.38 | $ 10.38 | $ 10.38 | |||||||||||
Aggregate redemption amount | $ 154,152,327 | ||||||||||||||
Net proceeds | $ 230,000,000 | ||||||||||||||
Remeasurement value of Class A common stock to its redemption value | 42,756,441 | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 9.2 | $ 9.2 | |||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | IPO [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Offering costs | $ 18,678,975 | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | Additional Paid-in Capital [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Remeasurement value of Class A common stock to its redemption value | 32,151,909 | ||||||||||||||
Clean Earth Acquisitions Corp [Member] | Accumulated Deficit [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Remeasurement value of Class A common stock to its redemption value | $ 7,339,882 | ||||||||||||||
Asset Retirement Obligations [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Discount rate | 6% | 6% | |||||||||||||
Solar Energy Facilities [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Useful life | 35 years | 35 years | 35 years | 35 years | |||||||||||
Furniture and Fixtures [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Useful life | 7 years | 7 years | 7 years | 7 years | |||||||||||
Software and Computer Equipment [Member] | |||||||||||||||
Summary of Significant Accounting Policies [Line Items] | |||||||||||||||
Useful life | 7 years | 7 years | 7 years | 7 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Subject to Possible Redemption is Reflected on the Balance Sheet - Clean Earth Acquisitions Corp [Member] - Class A Common Stock Not Subject to Possible Redemption [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||||
Gross proceeds from initial public offering | $ 230,000,000 | |||
Fair value allocated to public warrants | (4,390,700) | |||
Fair value allocated to rights | (15,741,200) | |||
Offering costs allocated to Class A common stock subject to possible redemption | (17,038,513) | |||
Re-measurement on Class A common stock subject to possible redemption | $ 1,097,181 | $ 1,097,561 | $ 2,409,648 | 42,756,441 |
Class A common stock subject to possible redemption | $ 86,038,091 | 84,940,910 | $ 237,995,676 | $ 235,586,028 |
Redemption of Class A common stock | $ (154,152,327) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock - Clean Earth Acquisitions Corp [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock [Line Items] | |||||||||||
Net income (loss) | $ 7,216 | $ 1,358,377 | $ 1,873,417 | $ (146,096) | $ (472,717) | $ (240,003) | $ (2,546) | $ 3,239,010 | $ (858,816) | $ 59,955 | |
Remeasurement of temporary equity to redemption value | $ 39,491,791 | (1,097,181) | $ (1,097,561) | $ (2,409,648) | (1,139,015) | $ (313,681) | $ (39,554,524) | (4,604,390) | (41,007,220) | (42,756,441) | |
Net loss including remeasurement of temporary equity to redemption value | (1,089,965) | (1,285,111) | (1,365,380) | (41,866,036) | |||||||
Allocation of net income (loss) | $ 42,696,486 | ||||||||||
Net loss from beginning of year through date of initial public offering | (37,034) | ||||||||||
Net loss from date of initial public offering through September 30, 2022 | (821,782) | ||||||||||
Class A Redeemable [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock [Line Items] | |||||||||||
Allocation of net income (loss) including accretion of temporary equity | (531,636) | (936,650) | (890,320) | (30,486,966) | |||||||
Deemed dividend for remeasurement of temporary equity to redemption value | 1,097,181 | 1,139,015 | 4,604,390 | 41,007,220 | |||||||
Allocation of net income (loss) | $ 565,545 | $ 202,365 | $ 3,714,070 | $ 10,520,254 | |||||||
Weighted average shares outstanding Basic (in Shares) | 8,147,563 | 23,000,000 | 16,036,220 | 18,113,553 | 19,282,192 | ||||||
Net income (loss) per share Basic (in Dollars per share) | $ 0.07 | $ 0.01 | $ 0.23 | $ 0.58 | $ 0.6 | ||||||
Class A & Class B Non-redeemable [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock [Line Items] | |||||||||||
Allocation of net income (loss) including accretion of temporary equity | $ (558,329) | $ (348,461) | $ (475,060) | $ (11,379,070) | |||||||
Deemed dividend for remeasurement of temporary equity to redemption value | |||||||||||
Allocation of net income (loss) | $ (558,329) | $ (348,461) | $ (475,060) | $ (11,379,070) | |||||||
Weighted average shares outstanding Basic (in Shares) | 8,556,667 | 8,556,667 | 8,556,667 | 8,107,815 | |||||||
Net income (loss) per share Basic (in Dollars per share) | $ (0.07) | $ (0.04) | $ (0.06) | $ (1.4) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) - Clean Earth Acquisitions Corp [Member] - $ / shares | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class A Redeemable [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||||
Weighted average shares outstanding Diluted | 8,147,563 | 23,000,000 | 16,036,220 | 18,113,553 | 19,282,192 | |
Net income (loss) per share Diluted | $ 0.07 | $ 0.01 | $ 0.23 | $ 0.58 | $ 0.60 | |
Class A & Class B Non-redeemable [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | ||||||
Weighted average shares outstanding Diluted | 8,556,667 | 8,556,667 | 8,556,667 | 8,107,815 | ||
Net income (loss) per share Diluted | $ (0.07) | $ (0.04) | $ (0.06) | $ (1.40) |
Initial Public Offering (Detail
Initial Public Offering (Details) - Clean Earth Acquisitions Corp [Member] | 9 Months Ended | 12 Months Ended | |
Feb. 28, 2022 $ / shares shares | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Initial Public Offering [Line Items] | |||
Number of units issued | 23,000,000 | ||
Price per unit (in Dollars per share) | $ / shares | $ 10 | ||
Number of shares in a unit | 1 | ||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 0.01 | ||
Maturity days | 185 years | 185 days | |
Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Number of units issued | 23,000,000 | ||
Price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10.1 | $ 10.1 |
Number of shares in a unit | 1 | ||
Number of warrants issued per unit | 1 | ||
Number of warrants issued per unit | 1 | ||
Number of right issued per unit | 1 | ||
Class A Common Stock [Member] | |||
Initial Public Offering [Line Items] | |||
Number of shares in a unit | 1 | ||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | ||
Public Warrants [Member] | Initial Public Offering [Member] | |||
Initial Public Offering [Line Items] | |||
Number of warrants issued per unit | 1 | ||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - Clean Earth Acquisitions Corp [Member] | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jan. 17, 2024 USD ($) $ / shares shares | Aug. 08, 2023 USD ($) shares | Nov. 30, 2022 USD ($) | Sep. 26, 2022 USD ($) shares | Apr. 30, 2022 USD ($) $ / shares | Feb. 28, 2022 USD ($) $ / shares shares | Feb. 07, 2022 shares | Aug. 17, 2021 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Apr. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 22, 2021 USD ($) | |
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Aggregate purchase price | $ 23,227,765 | $ 23,227,765 | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Aggregate purchase price | $ 8,900,000 | $ 8,900,000 | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Purchase units (in Shares) | shares | 23,000,000 | ||||||||||||||||
Consultant fee | $ 5,000 | $ 7,500 | |||||||||||||||
Incurred amount | $ 65,000 | 0 | |||||||||||||||
Closing price of the common stock (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||
After the completion of the business combination trading days | 20 | ||||||||||||||||
Threshold consecutive trading days for transfer | 30 | ||||||||||||||||
Working capital loans | $ 1,500,000 | ||||||||||||||||
Outstanding principal balance Per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Related Party Loans [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Convertible price (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
WC Promissory Note [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Outstanding balance | 0 | $ 806,170 | |||||||||||||||
Warrant issued (in Shares) | shares | 0.5 | ||||||||||||||||
Aggregate principal amount | $ 850,000 | ||||||||||||||||
Related Party Consulting Agreement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Consultant fee | $ 5,000 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Sponsor purchased (in Shares) | shares | 890,000 | 890,000 | 890,000 | ||||||||||||||
Price per share (in Shares) | shares | 10 | 10 | |||||||||||||||
Aggregate purchase price | $ 8,900,000 | $ 8,900,000 | |||||||||||||||
Number of shares per warrant (in Shares) | shares | 1 | 1 | |||||||||||||||
Warrant issued (in Shares) | shares | 1 | ||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Purchase units (in Shares) | shares | 890,000 | ||||||||||||||||
IPO [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | $ 10.1 | $ 10.1 | $ 10.1 | |||||||||||||
Warrant issued (in Shares) | shares | 1 | ||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Purchase units (in Shares) | shares | 23,000,000 | ||||||||||||||||
Fair value offering cost | $ 4,736,326 | $ 4,736,326 | $ 4,736,326 | ||||||||||||||
Closing price of the common stock (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | $ 10.1 | $ 10 | |||||||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding balance | 125,000 | $ 0 | |||||||||||||||
Aggregate principal amount | $ 350,000 | ||||||||||||||||
Drew amount | $ 125,000 | $ 100,000 | |||||||||||||||
Borrowing amount | $ 225,000 | ||||||||||||||||
Private Warrant [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Warrant issued (in Shares) | shares | 0.5 | ||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Closing price of the common stock (in Dollars per share) | $ / shares | $ 9.2 | $ 9.2 | |||||||||||||||
Class A Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Number of shares per warrant (in Shares) | shares | 1 | 1 | 1 | ||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||||||
Class A Common Stock [Member] | Private Share [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock (in Shares) | shares | 1 | ||||||||||||||||
Sponsor [Member] | Class B Common Stock [Member] | Founder Shares [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Ownership percentage | 25% | ||||||||||||||||
Related Party [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding balance | $ 850,000 | $ 850,000 | $ 806,170 | ||||||||||||||
Anchor Investor Agreement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Issued shares (in Shares) | shares | 2,277,000 | ||||||||||||||||
Fair value offering cost | $ 4,736,326 | ||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Purchased an aggregate shares (in Shares) | shares | 5,750,000 | 5,750,000 | |||||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 0.004 | $ 0.004 | |||||||||||||||
Initial stockholders (in Shares) | shares | 7,666,667 | 7,666,667 | 7,666,667 | ||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Minimum [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Stock split of Class B common stock, | 1 | ||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Stock split of Class B common stock, | 1.33333339 | ||||||||||||||||
Unvested Founder Shares [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Founder shares, total (in Shares) | shares | 2,167,000 | ||||||||||||||||
Closing price of the common stock (in Dollars per share) | $ / shares | $ 12.5 | ||||||||||||||||
After the completion of the business combination trading days | 20 | ||||||||||||||||
Threshold consecutive trading days for transfer | 30 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in Shares) | shares | 2,167,000 | ||||||||||||||||
Closing price of the common stock (in Dollars per share) | $ / shares | $ 12.5 | ||||||||||||||||
Related Party Loans [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Working Capital Loans | $ 1,500,000 | $ 1,500,000 | |||||||||||||||
Outstanding balance | 73,500 | 73,500 | $ 0 | ||||||||||||||
Aggregate outstanding amount | $ 1,703,500 | $ 1,703,500 | 806,170 | ||||||||||||||
Working Capital Loans [Member] | Affiliate Of The Sponsor, Officers And Directors [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Price per share (in Shares) | shares | 10 | 10 | |||||||||||||||
Convertible Working Capital Promissory Note with Related Party [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Warrant issued (in Shares) | shares | 1 | ||||||||||||||||
Aggregate principal amount | $ 650,000 | ||||||||||||||||
Outstanding principal balance | $ 10 | $ 10 | |||||||||||||||
Convertible Working Capital Promissory Note with Related Party [Member] | Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Convertible Working Capital Promissory Note with Related Party [Member] | Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Warrant issued (in Shares) | shares | 1 | ||||||||||||||||
Aggregate principal amount | $ 850,000 | ||||||||||||||||
Convertible Working Capital Promissory Note with Related Party [Member] | Sponsor [Member] | Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Non-Interest Bearing, Convertible Unsecured Promissory Note [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Outstanding amount | $ 780,000 | $ 780,000 | 0 | ||||||||||||||
Non-Interest Bearing, Convertible Unsecured Promissory Note [Member] | Sponsor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Warrant issued (in Shares) | shares | 1 | ||||||||||||||||
Outstanding principal balance | 10 | $ 10 | |||||||||||||||
Extension Payments | 1,170,000 | $ 1,170,000 | |||||||||||||||
Non-Interest Bearing, Convertible Unsecured Promissory Note [Member] | Sponsor [Member] | Class A Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Common stock shares (in Shares) | shares | 1 | ||||||||||||||||
Anchor Investor Agreement [Member] | IPO [Member] | Anchor Investor [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Purchase units (in Shares) | shares | 2,277,000 | ||||||||||||||||
Fair value offering cost | 4,736,326 | $ 4,736,326 | |||||||||||||||
Related Party Consulting Agreement [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Consultant fee | $ 7,500 | ||||||||||||||||
Related Party Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Consultant fee | $ 5,000 | ||||||||||||||||
Incurred amount | 15,000 | 45,000 | |||||||||||||||
Accounts payable | $ 5,000 | 5,000 | $ 5,000 | ||||||||||||||
Related Party Consulting Agreement [Member] | Consultant [Member] | Class B Common Stock [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||
Amendment to Related Party Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||
Consultant fee | $ 5,000 | ||||||||||||||||
Additional compensation |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
May 04, 2023 USD ($) | May 04, 2023 PLN (zł) | Apr. 17, 2023 USD ($) | Aug. 31, 2022 USD ($) | Feb. 28, 2022 shares | Apr. 30, 2023 EUR (€) | Oct. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | Aug. 10, 2022 USD ($) | |
Commitments and Contingencies [Line Items] | |||||||||||||
Nonrefundable cash fee | € | € 1.4 | € 1.4 | |||||||||||
Litigation settlement expenses | $ 5,800,000 | zł 24,980,589 | |||||||||||
Loss contingency | $ 5,800,000 | ||||||||||||
Clean Earth Acquisitions Corp [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Maximum number of demands for registration of securities | 2 | 2 | |||||||||||
Underwriting option period | 45 days | ||||||||||||
Number of units issued (in Shares) | shares | 23,000,000 | ||||||||||||
Underwriting fee | 3.50% | ||||||||||||
Deferred underwriting commissions | $ 8,050,000 | ||||||||||||
Percentage of underwriting commission waived | 50% | ||||||||||||
Deferred underwriting fee | $ 3,622,500 | ||||||||||||
Aggregate deferred underwriting fee | $ 3,622,500 | $ 7,245,000 | |||||||||||
Deferred underwriter fee payable | $ 805,000 | ||||||||||||
Reduction of deferred underwriter fee payable | $ 3,622,500 | $ 3,622,500 | |||||||||||
Consultant compensation | $ 15,000 | ||||||||||||
Cash bonus for consultant | 25,000 | ||||||||||||
Additional cash bonus for consultant for business combination | $ 50,000 | ||||||||||||
Nonrefundable cash fee within accrued expenses | $ 500,000 | ||||||||||||
Number of demands on the company securities | 2 | 2 | |||||||||||
Date of the Initial public offering | 45 days | 45 days | |||||||||||
Underwriting commission, percentage | 50% | 3.50% | 3.50% | ||||||||||
Forfeiting deferred underwriting commission | $ 3,622,500 | ||||||||||||
Consultant compensation | $ 15,000 | ||||||||||||
Consultant a one-time success fee cash bonus | 25,000 | ||||||||||||
Cash bonus payable | 50,000 | ||||||||||||
Incurred under this agreement | 64,353 | ||||||||||||
Accrued within accounts payable | $ 15,000 | ||||||||||||
Clean Earth Acquisitions Corp [Member] | Over-Allotments [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Number of units issued (in Shares) | shares | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Clean Earth Acquisitions Corp [Member] | Initial Public Offering [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Number of units issued (in Shares) | shares | 23,000,000 | ||||||||||||
Underwriting commission | 2% | ||||||||||||
Underwriter cash discount | $ 4,600,000 | ||||||||||||
Deferred underwriting commissions | 8,050,000 | 8,050,000 | |||||||||||
Underwriting commission, percentage | 2% | 2% | |||||||||||
Paid upon closing the initial public offering | $ 4,600,000 | ||||||||||||
Placement Agent [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Nonrefundable cash fee | $ 500,000 | ||||||||||||
Additional cash fee | 450,000 | ||||||||||||
Placement Service Agreement [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Non refundable cash fee | 500,000 | $ 500,000 | |||||||||||
Additional cash fee | $ 450,000 | 450,000 | 450,000 | ||||||||||
Consulting Agreement [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Incurred fees | 0 | 0 | |||||||||||
Nonrefundable cash fee within accrued expenses | $ 0 | $ 0 | 15,000 | ||||||||||
Business Combination [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||
Cash fee contingent upon closing | $ 450,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) € / shares in Units, $ / shares in Units, € in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Jan. 17, 2024 USD ($) $ / shares shares | Feb. 23, 2022 USD ($) $ / shares shares | Feb. 07, 2022 shares | Dec. 08, 2021 shares | Aug. 17, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Nov. 23, 2020 shares | Jun. 30, 2022 USD ($) $ / shares shares | Aug. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jan. 31, 2021 shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 28, 2023 EUR (€) € / shares shares | May 25, 2023 $ / shares shares | Feb. 28, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2021 € / shares | Jan. 01, 2021 USD ($) $ / shares shares | Jan. 01, 2021 € / shares | |
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | ||||||||||||||||||||
Ordinary shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||
Preferred shares | 100,000,000 | ||||||||||||||||||||||
Preferred shares, per share | $ / shares | $ 0.011 | ||||||||||||||||||||||
Preferred shares outstanding | |||||||||||||||||||||||
Preferred shares issued | |||||||||||||||||||||||
Ordinary shares outstanding | 26,325,738 | 26,365,738 | 26,365,738 | ||||||||||||||||||||
Ordinary shares issued | 26,325,738 | 26,365,738 | 26,365,738 | ||||||||||||||||||||
Price per share | (per share) | $ 0.012 | $ 2.12 | $ 3.05 | $ 0.012 | € 0.01 | ||||||||||||||||||
Share capital | € | € 2,000,000 | ||||||||||||||||||||||
Shares issued | 2,500,000 | 2,500,000 | |||||||||||||||||||||
Subscription price per share (in Dollars per share) | $ / shares | $ 3.27 | $ 3.27 | |||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 236,000 | $ 236,000 | |||||||||||||||||||||
Ordinary shares | 30,000 | 50,000 | 70,920 | 295,920 | |||||||||||||||||||
Share capital increase (in Dollars) | $ | $ 7,000,000 | ||||||||||||||||||||||
Share fair value (in Dollars) | $ | $ 63,000 | $ 152,000 | |||||||||||||||||||||
Granted shares | 43,000 | 1,350,054 | |||||||||||||||||||||
Contractual term | 10 years | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares | 30,000 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares outstanding | 43,500 | ||||||||||||||||||||||
Ordinary shares issued | 43,500 | ||||||||||||||||||||||
Warrants to purchase (in Dollars) | $ | $ 220,182 | $ 817,704 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Warrants expired | 16,884 | 597,522 | |||||||||||||||||||||
Granted shares | |||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Price per share | (per share) | $ 0.012 | € 0.01 | |||||||||||||||||||||
Share capital | $ | $ 28,300,000 | ||||||||||||||||||||||
Shares issued | 13,636,364 | ||||||||||||||||||||||
Subscription price per share (in Dollars per share) | $ / shares | $ 2.44 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | € / shares | € 0.01 | ||||||||||||||||||||||
Ordinary shares | 100,000,000 | ||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Preferred shares | 100,000,000 | ||||||||||||||||||||||
Preferred shares, per share | € / shares | € 0.01 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Ordinary shares | 110,000,000 | ||||||||||||||||||||||
Preferred shares | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Redemption of class A common stock value (in Dollars) | $ | |||||||||||||||||||||||
Trust account (in Dollars) | $ | $ 86,038,091 | $ 235,586,028 | |||||||||||||||||||||
Preferred shares, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred shares outstanding | |||||||||||||||||||||||
Preferred shares issued | |||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 23,227,765 | $ 23,227,765 | |||||||||||||||||||||
Price per share | $ / shares | $ 10 | ||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||
Commencing days | 30 days | ||||||||||||||||||||||
Warrants Term | 5 years | ||||||||||||||||||||||
Trading days | 10 days | ||||||||||||||||||||||
Shares authorized | 111,000,000 | ||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Aggregate converted basis percentage | 25% | ||||||||||||||||||||||
Redemption of warrants (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||||||||||||||||||||||
Closing of the initial business issued price per share (in Dollars per share) | $ / shares | $ 9.2 | ||||||||||||||||||||||
Issuances reprensent | 60% | ||||||||||||||||||||||
Market value per share (in Dollars per share) | $ / shares | $ 9.2 | ||||||||||||||||||||||
Per share redemption trigger price (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||||
Ownership outstanding percenatge | 50% | ||||||||||||||||||||||
Consideration receivable | 70% | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares | 110,000,000 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Public Warrants [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Warrant [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||||
Percentage of higher market value | 115% | ||||||||||||||||||||||
Per share redemption trigger price (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Trust Account [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Trust account (in Dollars) | $ | $ 84,562,944 | $ 84,562,944 | |||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 9.2 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Private Placement [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Price per share | $ / shares | 10 | ||||||||||||||||||||||
Redemption of warrants (in Dollars per share) | $ / shares | 10 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 0.0001 | ||||||||||||||||||||||
Ordinary shares | 111,000,000 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Ordinary shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||
Redemption of class A common stock shares | 14,852,437 | ||||||||||||||||||||||
Common stock voting rights | one | ||||||||||||||||||||||
Ordinary shares outstanding | 890,000 | 890,000 | 890,000 | ||||||||||||||||||||
Ordinary shares issued | 890,000 | 890,000 | 890,000 | ||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 9.2 | ||||||||||||||||||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | $ 18 | $ 18 | |||||||||||||||||||||
Percentage of equity proceeds | 60% | ||||||||||||||||||||||
Trading period | 20 days | ||||||||||||||||||||||
Outstanding shares percentage | 50% | ||||||||||||||||||||||
Consideration receivable percentage | 70% | ||||||||||||||||||||||
Redemption of warrants (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||
Percentage of higher market value | 180% | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Redemption of class A common stock shares | |||||||||||||||||||||||
Redemption of class A common stock value (in Dollars) | $ | |||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | |||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | Public Warrants [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | $ 18 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | Warrant [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 11.5 | ||||||||||||||||||||||
Stock price trigger for redemption of public warrants (in Dollars per share) | $ / shares | 18 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Redemption of warrants (in Dollars per share) | $ / shares | 11.5 | 11.5 | |||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Ordinary shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||
Ordinary shares outstanding | 7,666,667 | 7,666,667 | 7,666,667 | ||||||||||||||||||||
Ordinary shares issued | 7,666,667 | 7,666,667 | 7,666,667 | ||||||||||||||||||||
Initial Business Combination, Shares Issuable As A Percent Of Outstanding Shares | 25% | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Redemption of class A common stock shares | |||||||||||||||||||||||
Redemption of class A common stock value (in Dollars) | $ | |||||||||||||||||||||||
Purchased aggregate | |||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | |||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Preferred Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Preferred shares | 1,000,000 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A Common Stock Subject to Possible Redemption [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Redemption of class A common stock shares | 14,852,437 | ||||||||||||||||||||||
Redemption price (in Dollars per share) | $ / shares | $ 10.38 | $ 10.38 | $ 10.38 | ||||||||||||||||||||
Redemption of class A common stock value (in Dollars) | $ | $ 154,152,327 | ||||||||||||||||||||||
Common stock outstanding subject to possible redemption | 8,147,563 | 23,000,000 | 14,852,437 | 23,000,000 | |||||||||||||||||||
Common stock issued subject to possible redemption | 8,147,563 | 23,000,000 | 23,000,000 | ||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Class A common stock not subject to possible redemption [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Ordinary shares outstanding | 890,000 | 890,000 | |||||||||||||||||||||
Ordinary shares issued | 890,000 | 890,000 | |||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Clean Earth Acquisitions Corp [Member] | Public Warrants [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Higher of market value, percentage | 115% | ||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 500,000 | ||||||||||||||||||||||
Convertible Promissory Note One [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Principal amount (in Dollars) | $ | 250,000 | ||||||||||||||||||||||
Convertible Promissory Note Two [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 236,000 | ||||||||||||||||||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Higher of market value, percentage | 180% | ||||||||||||||||||||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds [Member] | Clean Earth Acquisitions Corp [Member] | Public Warrants [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Price per warrant (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Common stock voting rights | one | ||||||||||||||||||||||
Ordinary shares issued | 7,666,667 | ||||||||||||||||||||||
Purchased aggregate | 5,750,000 | 5,750,000 | |||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ | $ 25,000 | $ 25,000 | |||||||||||||||||||||
Price per share | $ / shares | $ 0.004 | $ 0.004 | |||||||||||||||||||||
Ordinary shares issued | 7,666,667 | 7,666,667 | |||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Common stock split | 1.33333339 | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Clean Earth Acquisitions Corp [Member] | Class B Common Stock [Member] | Minimum [Member] | |||||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||||||
Common stock split | 1 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax (Details) [Line Items] | ||||||||
Tax provision | ||||||||
Net operating loss carryovers | $ 1,000,000 | |||||||
Foreign net operating loss carryovers | 53,300,000 | |||||||
Change in valuation allowance | 5,400,000 | |||||||
Valuation allowance | $ 9,090,000 | 14,500,000 | $ 9,090,000 | |||||
Accrued income tax provision | $ 180,000 | |||||||
Clean Earth Acquisitions Corp [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Tax provision | $ 222,009 | $ 228,946 | $ 853,922 | $ 278,308 | $ 647,731 | |||
Effective tax rate | 96.85% | 276.34% | 20.86% | (47.94%) | 91.53% | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent | 21% | 70.53% | ||||||
Previously Reported [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Tax provision | $ 5,000 | $ 518,000 | ||||||
Previously Reported [Member] | Clean Earth Acquisitions Corp [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Tax provision | $ 222,209 | |||||||
U.S. federal [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | 14,900,000 | |||||||
Ireland [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | 36,700,000 | |||||||
Romania [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | 10,400,000 | |||||||
Operating Income (Loss) [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | $ 14,000,000 | |||||||
2017 [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss, percentage | 80% | |||||||
2023 [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | $ 496,000 | |||||||
2028 [Member] | ||||||||
Income Tax (Details) [Line Items] | ||||||||
Net operating loss carryovers | $ 10,400,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Clean Earth Acquisitions Corp [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Held in trust account | $ 86,038,091 | $ 235,586,028 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - Clean Earth Acquisitions Corp [Member] - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis [Line Items] | ||
Marketable securities held in trust account | $ 86,038,091 | $ 235,586,028 |
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis [Line Items] | ||
Marketable securities held in trust account | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis [Line Items] | ||
Marketable securities held in trust account |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities Not Measured at Fair Value are Recorded at Carrying Value - Related Party [Member] - Clean Earth Acquisitions Corp [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Promissory note – related party | $ 1,703,500 | $ 806,170 | $ 125,000 |
Fair Value, Promissory note - related party | 1,703,500 | 806,170 | |
Level 1 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Promissory note – related party | |||
Level 2 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Fair Value, Promissory note - related party | 1,703,500 | 806,170 | |
Level 3 [Member] | |||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |||
Promissory note – related party |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Jun. 30, 2023 | Mar. 01, 2023 | Jan. 24, 2023 USD ($) | Jan. 11, 2023 USD ($) | Jan. 11, 2023 EUR (€) | Nov. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) $ / shares shares | Oct. 31, 2023 kr / shares shares | Apr. 30, 2023 EUR (€) | Mar. 27, 2023 USD ($) | Mar. 24, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Nov. 13, 2023 USD ($) | Nov. 06, 2023 USD ($) | Nov. 01, 2023 USD ($) | Oct. 08, 2023 USD ($) | Sep. 30, 2023 USD ($) | May 15, 2023 EUR (€) | Apr. 21, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 | Dec. 31, 2021 USD ($) | Apr. 30, 2018 USD ($) | |
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Second WC Promissory Note | $ 21,631,000 | $ 6,077,000 | |||||||||||||||||||||||
Outstanding balance | $ 211,295,000 | 192,590,000 | 177,692,000 | ||||||||||||||||||||||
Amount issued | $ 63,000 | ||||||||||||||||||||||||
Annual interest rate | 105% | 97% | |||||||||||||||||||||||
Maturity terms | Feb. 12, 2021 | ||||||||||||||||||||||||
Owned subsidiary description | As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. | ||||||||||||||||||||||||
Assets (in Euro) | 211,716,000 | $ 208,529,000 | 209,489,000 | ||||||||||||||||||||||
Distribution amount (in Euro) | € | € 10 | € 10 | € 10 | ||||||||||||||||||||||
Repayment divest assets (in Euro) | € | € 10 | € 10 | € 10 | ||||||||||||||||||||||
Maturity term | Jan. 06, 2024 | Jan. 06, 2024 | |||||||||||||||||||||||
Percentage of bondholders | 1% | 1% | |||||||||||||||||||||||
Amendment fee (in Euro) | € | € 1.4 | ||||||||||||||||||||||||
Secured debt | $ 2,500,000 | ||||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Agent fee | 4% | ||||||||||||||||||||||||
Investor Relations Fees Per Month | $ 3,000 | ||||||||||||||||||||||||
Assets (in Euro) | 86,306,391 | $ 236,522,122 | $ 737,180 | ||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Minimum [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Advisory fee | $ 500,000 | ||||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Maximum [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Advisory fee | $ 1,000,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Amount issued | $ 1,000,000 | $ 1,070,000 | € 1 | ||||||||||||||||||||||
Annual interest rate | 10% | 20% | 20% | ||||||||||||||||||||||
Maturity terms | Jan. 24, 2025 | Feb. 01, 2023 | Feb. 01, 2023 | Jun. 30, 2024 | |||||||||||||||||||||
Original purchase price | $ 2,972,529 | $ 2,205,000 | |||||||||||||||||||||||
Exercise price | (per share) | $ 11.5 | kr 5 | |||||||||||||||||||||||
Warrants purchase (in Shares) | shares | 394,819 | 394,819 | |||||||||||||||||||||||
Secured debt | $ 3,302,810 | ||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Maturity term | 3 years | ||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Maturity term | 5 years | ||||||||||||||||||||||||
Subsequent Event [Member] | Secured Debt [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Principal amount | $ 3,150,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Common stock issued (in Shares) | shares | 100,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Tax payment obligations | $ 380,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Clean Earth Acquisitions Corp [Member] | Second WC Note [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Second WC Promissory Note | $ 40,000 | $ 10,000 | $ 100,000 | ||||||||||||||||||||||
Outstanding balance | 223,500 | ||||||||||||||||||||||||
Borrowing capacity | $ 426,500 | ||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Bond holders percentage | 49% | ||||||||||||||||||||||||
Subordinated loan (in Euro) | € | € 14 | ||||||||||||||||||||||||
Assets (in Euro) | € | € 50 | ||||||||||||||||||||||||
Percentage of Interest rate | 105% | ||||||||||||||||||||||||
Redemption price percentage | 107.50% | ||||||||||||||||||||||||
Forecast [Member] | Minimum [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Assets (in Euro) | € | € 50 | ||||||||||||||||||||||||
Solis Bond [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Owned subsidiary description | On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. | ||||||||||||||||||||||||
Clean Earth Acquisitions Corp [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Common stock issued (in Shares) | shares | 300,000 | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||||||||
Alternus Energy Group [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||
Maturity term | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Possible Redemption is Reflected on the Balance Sheet - Clean Earth Acquisitions Corp [Member] - Class A common stock subject to possible redemption [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Gross proceeds from initial public offering | $ 230,000,000 | ||
Fair value allocated to public warrants | (4,390,700) | ||
Fair value allocated to rights | (15,741,200) | ||
Offering costs allocated to Class A common stock subject to possible redemption | (17,038,513) | ||
Re-measurement on Class A common stock subject to possible redemption | 42,756,441 | ||
Class A common shares subject to possible redemption | $ 235,586,028 | $ 86,038,091 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Stock - Clean Earth Acquisitions Corp [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Stock [Line Items] | |||||||||||
Net loss from beginning of year through date of initial public offering | $ (37,034) | ||||||||||
Net income from date of initial public offering through December 31, 2022 | 96,989 | ||||||||||
Total net income year (loss) | $ 7,216 | $ 1,358,377 | $ 1,873,417 | $ (146,096) | $ (472,717) | $ (240,003) | $ (2,546) | $ 3,239,010 | $ (858,816) | 59,955 | |
Remeasurement of temporary equity to redemption value | $ 39,491,791 | $ (1,097,181) | $ (1,097,561) | $ (2,409,648) | $ (1,139,015) | $ (313,681) | $ (39,554,524) | $ (4,604,390) | $ (41,007,220) | (42,756,441) | |
Net loss including remeasurement of temporary equity to redemption value | $ (42,696,486) | ||||||||||
Class B Common Stock [Member] | |||||||||||
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Stock [Line Items] | |||||||||||
Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock (in Shares) | 7,666,667 | ||||||||||
Basic and diluted net loss per share, non-redeemable Class B common stock (in Dollars per share) | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) - Clean Earth Acquisitions Corp [Member] - Class B Common Stock [Member] | 8 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Summary of Significant Accounting Policies (Details) - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Common Stock (Parentheticals) [Line Items] | |
Diluted weighted average shares outstanding, non-redeemable Class B common stock | shares | 7,666,667 |
Diluted net loss per share, non-redeemable Class B common stock | $ / shares | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - Clean Earth Acquisitions Corp [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Class A Redeemable [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Allocation of net loss including accretion of temporary equity | $ (31,092,238) |
Deemed dividend for remeasurement of temporary equity to redemption value | 42,756,441 |
Total net income (loss) by class | $ 11,664,203 |
Weighted average shares outstanding (in Shares) | shares | 19,282,192 |
Net income (loss) per share (in Dollars per share) | $ / shares | $ 0.6 |
Class A & Class B Non Redeemable [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Allocation of net loss including accretion of temporary equity | $ (11,604,248) |
Deemed dividend for remeasurement of temporary equity to redemption value | |
Total net income (loss) by class | $ (11,604,248) |
Weighted average shares outstanding (in Shares) | shares | 8,412,804 |
Net income (loss) per share (in Dollars per share) | $ / shares | $ (1.38) |
Income Tax (Details) - _Schedul
Income Tax (Details) - Schedule of Income Tax Provision - Clean Earth Acquisitions Corp [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||||
Current - Federal | $ 647,731 | |||||
Current - State | ||||||
Deferred - Federal | (499,117) | |||||
Deferred - State | ||||||
Change in Valuation Allowance | 499,117 | |||||
Income Tax Provision | $ 222,009 | $ 228,946 | $ 853,922 | $ 278,308 | $ 647,731 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Federal Income Tax Rate - Clean Earth Acquisitions Corp [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
2022 | |||||
Statutory U.S. federal income tax rate | 21% | ||||
Change in valuation allowance | 21% | 70.53% | |||
Income tax provision | 96.85% | 276.34% | 20.86% | (47.94%) | 91.53% |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Net Deferred Tax Assets - Clean Earth Acquisitions Corp [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax (Details) - Schedule of Net Deferred Tax Assets [Line Items] | ||
Capitalized start-up costs | $ 499,651 | |
Net operating loss carryforward | ||
Total deferred tax assets | 499,651 | |
Valuation allowance | (499,651) | $ (534) |
Deferred tax assets |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of the Valuation Allowance - Clean Earth Acquisitions Corp [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Valuation Allowance [Line Items] | |
Valuation allowance at beginning of year | $ 534 |
Increases recorded to income tax provision | 499,117 |
Decreases recorded to income tax provision | |
Valuation allowance at end of year | $ 499,651 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Company’s Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - Clean Earth Acquisitions Corp [Member] - Fair Value, Recurring [Member] | Dec. 31, 2022 USD ($) |
Level 1 [Member] | |
Assets | |
Held in trust account | $ 235,586,028 |
Level 2 [Member] | |
Assets | |
Held in trust account | |
Level 3 [Member] | |
Assets | |
Held in trust account |
Organization and Formation (Det
Organization and Formation (Details) - Schedule of Operating Subsidiaries | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Principal Activity | |
Date Acquired / Established | Date Acquired / Established | |
ALTN Ownership | ALTN Ownership | |
Country of Operations | Country of Operations | |
Power Clouds S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 March 2015 | March 31, 2015 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Romania | Romania |
F.R.A.N. Energy Investment S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 March 2015 | March 31, 2015 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Romania | Romania |
PC-Italia-01 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Sub-Holding SPV | Sub-Holding |
Date Acquired / Established | 15 May 2015 | May 2015 |
ALTN Ownership | AEG MH 02 Limited | 100% (via AE Europe) |
Country of Operations | Italy | Italy |
AE Europe B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 18 August 2016 | August 2016 |
ALTN Ownership | Altam Inc. | 100% (via Altam) |
Country of Operations | Netherlands | Netherlands |
PC-Italia-02 S.p.a. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 2 September 2016 | September 2016 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Sant’Angelo Energia S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 19 May 2021 | May 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
PCG_HoldCo GmbH [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 6 July 2018 | July 2018 |
ALTN Ownership | Altam Inc. | 100% (via Altam) |
Country of Operations | Germany | Germany |
PCG_GP UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | General Partner (Management Company) | General Partner (Management Company) |
Date Acquired / Established | 30 August 2018 | August 2018 |
ALTN Ownership | PCG_HoldCo GmbH | 100% (via PCG_HoldCo ) |
Country of Operations | Germany | Germany |
PSM 20 UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 14 November 2018 | |
ALTN Ownership | PCG_HoldCo GmbH | |
Country of Operations | Germany | |
ALTN HoldCo UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 14 December 2018 | December 2018 |
ALTN Ownership | PCG_HoldCo GmbH | 100% (via PCG HoldCo) |
Country of Operations | Germany | Germany |
GRT 1.1 GmbH & Co KG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 21 December 2018 | December 2018 |
ALTN Ownership | PCG_HoldCo GmbH | 100% (via PCG_HoldCo) |
Country of Operations | Germany | Germany |
PSM 40 UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 28 December 2018 | |
ALTN Ownership | PCG_HoldCo GmbH | |
Country of Operations | Germany | |
CIC Rooftop 2 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
CIC RT Treviso S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
SPV White One S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
CTS Power 2 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 April 2019 | April 30, 2019 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Zonnepark Rilland B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 20 December 2019 | December 20, 2019 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Netherlands | Netherlands |
Unisun Energy Holding B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 28 May 2020 | April 2021 |
ALTN Ownership | Alternus Energy Group Plc | 60%* (via AEG) |
Country of Operations | Netherlands | Netherlands |
PC-Italia-03 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 1 July 2020 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
PC-Italia-04 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 15 July 2020 | July 2020 |
ALTN Ownership | AEG MH 02 Limited | 100% (via AEG) |
Country of Operations | Italy | Italy |
Altam Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 1 October 2020 | October 2020 |
ALTN Ownership | Alternus Energy Group Plc | 100% (via AEG) |
Country of Operations | USA | USA |
Solis Bond Company DAC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 16 October 2020 | October, 2020 |
ALTN Ownership | AEG JD 03 Limited | 100% (via AEG) |
Country of Operations | Ireland | Ireland |
ALT US 03, LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | LLC | SPV |
Date Acquired / Established | Acquired 15 December 2020 (Est. 30 March 2023) | May 2022 |
ALTN Ownership | ALT US 03 LLC | 100% (via AEA) |
Country of Operations | USA | USA |
KKSOL S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | February 2021 | February 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Petriolo Fotovoltaica S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | March 2021 | March 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Solarpark Serre 1 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | March 2021 | March 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Unisun Energy B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Unisun Energy Holding B.V. | 60%* (via AEG) |
Country of Operations | Netherlands | Netherlands |
UPER Energy Europe B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Services Company | Services Company |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Unisun Energy Holding B.V. | 100% (via Unisun Energy Holding B.V.) |
Country of Operations | Netherlands | Netherlands |
Unisun Energy Poland Investment B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Unisun Energy Holding B.V. | 100% (via Unisun Energy Holding B.V.) |
Country of Operations | Netherlands | Netherlands |
Blue Sky Energy I B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | AEG JD 02 Limited | 100% (via AEG JD 02 Limited) |
Country of Operations | Netherlands | Netherlands |
BI.MA. S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | March 2021 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Italy | |
MABI S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | June 2021 | June 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Italy | Italy |
Alternus Energy Americas Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 10 May 2021 | May 2021 |
ALTN Ownership | Alternus Energy Group Pl | 100% (via AEG) |
Country of Operations | USA | USA |
LJG Green Source Energy Beta S.r.l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 29 July 2021 | May 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Romania | Romania |
Ecosfer Energy S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 July 2021 | March 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Romania | Romania |
Lucas EST S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 July 2021 | March 2021 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Romania | Romania |
Risorse Solari I S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 28 September 2019 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
Risorse Solari III S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 3 August 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
Alternus Iberia S.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 4 August 2021 | August 2021 |
ALTN Ownership | AEG MH 02 Limited | 100% (via PC03) |
Country of Operations | Spain | Spain |
Altnua Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Services Company | Services Company |
Date Acquired / Established | 11 August 2021 | August 2021 |
ALTN Ownership | AEG MH 02 Limited | 100% (via AEG MH 02 Limited as of 15 June 2022) |
Country of Operations | Ireland | Ireland |
Solarpark Samas Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 31 August 2021 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Poland | |
GHFG Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 14 September 2021 | September 2021 |
ALTN Ownership | Alternus Energy Group plc | 55% (via AEG) |
Country of Operations | Ireland | Ireland |
AEG JD 02 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 30 September 2021 | September 2021 |
ALTN Ownership | Alternus Energy Group plc | 100% (via AEG) |
Country of Operations | Ireland | Ireland |
AED Italia-01 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 October 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-02 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 October 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-03 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 October 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-04 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 October 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-05 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 October 2021 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
ALT US 01 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 6 December 2021 | December 2021 |
ALTN Ownership | Alternus Energy Americas Inc. | 100% (via Alternus Energy Americas Inc) |
Country of Operations | USA | USA |
Elektrownia PV Komorowo Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 December 2021 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Poland | |
PV Zachod Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 22 December 2021 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Poland | |
UPER Energy Romania S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 28 February 2022 | February 2022 |
ALTN Ownership | Uper Energy Europe B.V. | 100% (via Uper Energy Europe B.V.) |
Country of Operations | Romania | Romania |
ALT POL HC 01 Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 8 March 2022 | |
ALTN Ownership | AEG JD 01 Limited | |
Country of Operations | Poland | |
AEG MH 01 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l) |
Country of Operations | Ireland | Ireland |
AEG MH 02 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | AEG JD 03 Limited | 100% (via Alternus LUX 01 S.a.r.l) |
Country of Operations | Ireland | Ireland |
ALT US 02 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | Alternus Energy Americas Inc. | 100% (via AEA) |
Country of Operations | USA | USA |
AEG JD 01 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Junior Debt Holding Company |
Date Acquired / Established | 16 March 2022 | March 2022 |
ALTN Ownership | AEG MH 03 Limited | 100% (via AEG MH 03 Limited) |
Country of Operations | Ireland | Ireland |
AEG JD 03 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Junior Debt Holding Company |
Date Acquired / Established | 21 March 2022 | March 2022 |
ALTN Ownership | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l. as of 8 December 2022) |
Country of Operations | Ireland | Ireland |
RA01 Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 March 2022 | March 2022 |
ALTN Ownership | Solis Bond Company DAC | 100% (via Solis) |
Country of Operations | Poland | Poland |
Gardno Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 24 March 2022 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Poland | |
Gardno2 Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 24 March 2022 | |
ALTN Ownership | Solis Bond Company DAC | |
Country of Operations | Poland | |
ALT US 03 LLC One [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 4 May 2022 | |
ALTN Ownership | Alternus Energy Americas Inc. | |
Country of Operations | USA | |
Alt Spain 03, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 May 2022 | May 2022 |
ALTN Ownership | Alt Spain Holdco S.L. | 100% (via Alt Spain HoldCo, S.L.U.) |
Country of Operations | Spain | Spain |
AEG MH 03 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 10 June 2022 | June 2022 |
ALTN Ownership | AEG MH 01 Limited | 100% (via AEG MH 01 Limited) |
Country of Operations | Ireland | Ireland |
UPER Energy Italia S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 27 June 2022 | June 2022 |
ALTN Ownership | Uper Energy Europe B.V. | 100% (via Uper Energy Europe B.V.) |
Country of Operations | Italy | Italy |
Lightwave Renewables, LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | Acquired 29 June 2022 (Est. 17 December 2020) | June 2022 |
ALTN Ownership | ALT US 02 LLC | 100% (via ALT US 02 LLC) |
Country of Operations | USA | USA |
Alt Spain Holdco, S.L.U. (NF Projects S.L) [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | Acquired 14 July 2022 (Est. 31 July 2023) | July 2022 |
ALTN Ownership | AEG MH 02 Limited | 100% (via Altnua Limited) |
Country of Operations | Spain | Spain |
Alt Spain 02, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 14 July 2022 | July 2022 |
ALTN Ownership | Alt Spain Holdco, S.L.U. | 100% (via Alt Spain HoldCo, S.L.U. |
Country of Operations | Spain | Spain |
AED Italia-06 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 2 August 2022 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-07 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 2 August 2022 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
AED Italia-08 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 5 August 2022 | |
ALTN Ownership | AEG MH 02 Limited | |
Country of Operations | Italy | |
UPER Energy Poland Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | 18 August 2022 | |
ALTN Ownership | Uper Energy Europe B.V. | |
Country of Operations | Poland | |
ALT US 04 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 14 September 2022 (Est. 31 July 2023) | September 2022 |
ALTN Ownership | Alternus Energy Americas Inc. | 100% (via AEA) |
Country of Operations | USA | USA |
Alt GR 01 [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 5 October 2022 | October 2022 |
ALTN Ownership | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l.) |
Country of Operations | Greece | Greece |
Alternus LUX 01 S.a.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 5 October 2022 | October 2022 |
ALTN Ownership | Alternus Energy Group Plc | 100% (via AEG) |
Country of Operations | Luxembourg | Luxembourg |
Alternus FundCo Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Funding Company | Funding Company |
Date Acquired / Established | 7 December 2022 | December 2022 |
ALTN Ownership | Alternus Energy Group plc | 100% (via AEG) |
Country of Operations | Ireland | Ireland |
ALT POL HC 02 Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | |
Date Acquired / Established | 20 January 2023 | |
ALTN Ownership | Alternus Lux 01 S.a.r.l. | |
Country of Operations | Poland | |
Alt Spain 04, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | May 2022 | May 2022 |
ALTN Ownership | Alt Spain Holdco, S.L.U. | 100% (via Alt Spain HoldCo, S.L.U.) |
Country of Operations | Spain | Spain |
Alt Alliance LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | |
Date Acquired / Established | September 2023 | |
ALTN Ownership | Alternus Energy Amercias Inc. | |
Country of Operations | USA | |
ALT US 05 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | |
Date Acquired / Established | September 2023 | |
ALTN Ownership | Alternus Energy Americas Inc. | |
Country of Operations | USA |
Going Concern and Management'_2
Going Concern and Management's Plans (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 01, 2023 | Apr. 30, 2023 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Jan. 06, 2024 | Sep. 30, 2023 EUR (€) | Jun. 30, 2023 USD ($) | May 15, 2023 EUR (€) | Apr. 21, 2023 EUR (€) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 | Dec. 31, 2020 USD ($) | |
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||||||
Net loss | $ (16,348) | $ (466) | $ (26,772) | $ (4,803) | $ (36,284) | $ (18,933) | ||||||||||||
Shareholders’ equity/(deficit) | (47,015) | 8,097 | (47,015) | 8,097 | (20,829) | 16,592 | $ (28,421) | $ 10,762 | $ (1,768) | |||||||||
Unrestricted cash on hand | 3,886 | $ 12,381 | $ 3,886 | $ 12,381 | $ 2,987 | 18,027 | ||||||||||||
Owned subsidiary description | As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. | As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. | ||||||||||||||||
Investment interest rate | 105% | 97% | ||||||||||||||||
Distribution amount (in Euro) | € | € 10,000,000 | € 10,000,000 | € 10,000,000 | |||||||||||||||
Repayment amount (in Euro) | € | € 10,000,000 | € 10,000,000 | € 10,000,000 | |||||||||||||||
Maturity term | Jan. 06, 2024 | Jan. 06, 2024 | ||||||||||||||||
Percentage of bondholders | 1% | 1% | 1% | |||||||||||||||
Amendment fee (in Euro) | € | € 1,400,000 | € 1,400,000 | ||||||||||||||||
Owned amount | 159,000 | $ 159,000 | € 150,000 | |||||||||||||||
Working Capital | $ 28,100 | 9,100 | ||||||||||||||||
Asset (in Euro) | 211,716 | 211,716 | 208,529 | 209,489 | ||||||||||||||
Redemption price percentage | 107.50% | |||||||||||||||||
Solis Bond [Member] | ||||||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||||||
Net loss | (26,800) | $ (36,200) | $ (18,900) | |||||||||||||||
Unrestricted cash on hand | $ 3,900 | $ 3,900 | ||||||||||||||||
Owned subsidiary description | On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. | On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. | ||||||||||||||||
Investment interest rate | 6.50% | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||||||
Bond holder percentage | 49% | |||||||||||||||||
Subordinated loan (in Euro) | € | € 14,000,000 | |||||||||||||||||
Asset (in Euro) | € | € 50,000,000 | |||||||||||||||||
Forecast [Member] | Minimum [Member] | ||||||||||||||||||
Going Concern and Management's Plans (Details) [Line Items] | ||||||||||||||||||
Asset (in Euro) | € | € 50,000,000 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | $ 10,478 | $ 12,372 | $ 27,799 | $ 30,483 | $ 32,526 | $ 21,393 |
Italy | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 1,228 | 1,018 | 2,924 | 2,847 | 3,354 | 3,665 |
Romania | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 5,161 | 4,216 | 13,271 | 14,061 | 13,710 | 13,964 |
Germany | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 8 | 44 | 22 | 142 | 201 | 187 |
Netherlands | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 1,096 | 1,673 | 4,378 | 3,759 | 4,528 | 1,340 |
Poland | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 2,952 | 5,411 | 7,121 | 9,659 | 10,709 | 2,237 |
United States | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 33 | 10 | 83 | 15 | 24 | |
Country Renewable Programs [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,690 | 9,184 | 8,812 | 16,550 | 5,016 | 4,133 |
Green Certificates [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,212 | 1,155 | 8,170 | 6,970 | 9,452 | 8,427 |
Energy Offtake Agreements [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,572 | 2,020 | 10,355 | 6,808 | 17,888 | 8,833 |
Other Revenue [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | $ 4 | $ 13 | $ 462 | $ 155 | $ 170 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Net Loss Per Share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 83,500,000 | 538,146,000 | 26,585,920,000 | 27,153,442,000 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 40,000,000 | 26,365,738,000 | 26,335,738,000 | |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 43,500,000 | 538,146,000 | 220,182,000 | 817,704,000 |
Business Combination and Acqu_2
Business Combination and Acquisitions of Assets (Details) $ in Millions | 1 Months Ended |
Mar. 24, 2022 USD ($) | |
Acquisition of RA01 Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | $ 1.1 |
Acquisition of RA01 Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.1 |
Acquisition of RA01 Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 1 |
Acquisition of Gardno Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | 6.6 |
Acquisition of Gardno Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.2 |
Acquisition of Gardno Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 6.4 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Purchase price | 4.4 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | Other Assets [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | 0.1 |
Acquisition of Gardno 2 Sp. Z.O.O. [Member] | Property and Equipment [Member] | |
Business Combination and Acquisitions of Assets (Details) [Line Items] | |
Assets acquisition | $ 4.3 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivables and Unbilled Energy Incentives - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivables and Unbilled Energy Incentives [Abstract] | |||
Accounts receivable | $ 4,597 | $ 5,916 | $ 4,677 |
Unbilled energy incentives earned | 5,883 | 4,954 | 3,139 |
Total | $ 10,480 | $ 10,870 | $ 7,816 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepaid expenses and other current assets | $ 1,326 | $ 2,871 | |
Accrued Revenue | 1,631 | 591 | |
Other Receivable | 3,187 | 947 | |
Total | $ 6,144 | $ 4,409 | $ 2,039 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||
Net investment in property and equipment | $ 163,131 | $ 161,793 | $ 160,358 |
Construction progress | 1,900 | ||
Depreciation and Amortization expense | $ 5,600 | $ 7,200 | $ 5,400 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 183,775 | $ 177,215 | $ 170,067 |
Less: Accumulated depreciation | (20,644) | (15,422) | (9,709) |
Total | 163,131 | 161,793 | 160,358 |
Solar energy facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 169,334 | 168,336 | 153,399 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,077 | 1,076 | 917 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 490 | 497 | 527 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 120 | 118 | 44 |
Software and computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 456 | 335 | 178 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 435 | 281 | 33 |
Vehicle and other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 34 | ||
Asset retirement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,340 | 1,345 | 588 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,489 | $ 5,227 | $ 14,381 |
Capitalized Development Cost _3
Capitalized Development Cost and Other Long-Term Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Capitalized Development Cost and Other Long-Term Assets [Abstract] | ||
Long term assets | $ 8.5 | $ 5.3 |
Capitalized Development Cost _4
Capitalized Development Cost and Other Long-Term Assets (Details) - Schedule of Capitalized Cost and Other Long-Term Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Capitalized Cost and Other Long-Term Assets [Abstract] | |||
Capitalized development cost and other long-term assets | $ 9,308 | $ 7,266 | $ 3,286 |
Other receivables | 1,272 | 2,045 | |
Total | $ 9,308 | $ 8,538 | $ 5,331 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Abstract] | ||||
Foreign exchange loss | $ 15 | $ 145 | $ 104 | |
Goodwill amount | $ 1,743 | $ 1,758 | 1,903 | $ 1,350 |
Acquisition of goodwill | $ 700 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill Activity - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Goodwill Activity [Abstract] | |||
Goodwill, Beginning Balance | $ 1,758 | $ 1,903 | $ 1,350 |
Additions | 657 | ||
Impairment | |||
Foreign currency translation adjustment | (15) | (145) | (104) |
Goodwill, Ending Balance | $ 1,743 | $ 1,758 | $ 1,903 |
Accounts Payable (Details) - Sc
Accounts Payable (Details) - Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services [Abstract] | |||
Accounts payable | $ 11,854 | $ 14,438 | $ 12,441 |
Total | $ 11,854 | $ 14,438 |
Deferred Income (Details) - Sch
Deferred Income (Details) - Schedule of Deferred Income - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Deferred Income [Abstract] | |||
Deferred income | $ 5,883 | $ 4,954 | $ 3,139 |
Total | $ 5,883 | $ 4,954 | $ 3,139 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Liabilities [Abstract] | |||
Accrued expenses - other | $ 11,931 | $ 4,265 | $ 2,181 |
Accrued interest | 8,731 | 5,269 | 1,549 |
Accrued payroll | 1,859 | 350 | 1,562 |
Total | $ 22,521 | $ 9,884 | $ 5,292 |
Taxes Recoverable and Payable_2
Taxes Recoverable and Payable (Details) - Schedule of Taxes Recoverable and Payable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Taxes Recoverable and Payable [Abstract] | |||
Taxes recoverable | $ 2,620 | $ 1,876 | $ 5,461 |
Less: Taxes payable | (1,200) | (1,135) | (1,734) |
Total | $ 1,420 | $ 741 | $ 3,727 |
Green Bonds, Convertible and _3
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
Oct. 16, 2023 USD ($) $ / shares | Jul. 31, 2023 USD ($) | Jun. 30, 2023 | Mar. 01, 2023 | Dec. 31, 2022 USD ($) | Dec. 21, 2022 USD ($) | Nov. 30, 2021 USD ($) | Apr. 30, 2021 | Mar. 31, 2021 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) € / shares shares | Jan. 31, 2021 USD ($) | Jan. 31, 2021 EUR (€) | Jan. 31, 2020 USD ($) | Oct. 31, 2018 | Apr. 30, 2018 USD ($) | Dec. 31, 2017 USD ($) $ / shares shares | Sep. 30, 2015 USD ($) | Apr. 30, 2023 EUR (€) | Mar. 31, 2023 USD ($) shares | Jan. 31, 2023 | Jun. 30, 2022 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Feb. 29, 2024 | Jan. 06, 2024 | Sep. 30, 2023 EUR (€) | May 31, 2023 | May 15, 2023 EUR (€) | Apr. 21, 2023 EUR (€) | Feb. 28, 2023 USD ($) | Jan. 01, 2023 USD ($) | Jan. 01, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 21, 2022 EUR (€) | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Nov. 30, 2021 EUR (€) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 EUR (€) | Mar. 31, 2021 EUR (€) | Jan. 31, 2021 EUR (€) | Oct. 31, 2020 | Dec. 31, 2018 USD ($) | |
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance | $ 200,000 | $ 11,800,000 | $ 4,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discounts | 4,400,000 | $ 79,000 | $ 3,400,000 | $ 4,400,000 | $ 4,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 6.50% | 6.50% | 2% | 0% | 6.50% | 2.10% | |||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding | $ 236,000 | $ 2,430,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Feb. 12, 2021 | Feb. 12, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
Initial payment | $ 1,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Margin rate | 2% | 0.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayment terms | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement | $ 9,500,000 | € 8,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayment term | 3 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Premium percentage | 110% | 110% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 9,609,000 | $ 9,609,000 | 10,193,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | September 2039 | April 2036 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of other debt | $ 40,000,000 | € 33,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Funding acquisitions | 87,200,000 | 72,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Initial funding | $ 125,000,000 | € 110,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding balance | $ 24,000,000 | $ 24,000,000 | $ 11,130,000 | € 10,000,000 | € 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 105% | 97% | 97% | ||||||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 9.50% | 9.50% | 9.50% | 9.50% | 9.50% | ||||||||||||||||||||||||||||||||||||||||||||||
Owned subsidiary description | As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. | As of December 31, 2022, the Company’s wholly owned subsidiary, Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms: (i) the minimum Liquidity Covenant that requires the higher of EUR 5.5 million or 5% of the outstanding Nominal Amount, (ii) the minimum Equity Ratio covenant of 25%, and (iii) the Leverage Ratio of NIBD/EBITDA to not be higher than 6.5 times for the year ended December 2021, 6.0 times for the year ended December 31, 2022 and 5.5 times for the period ending on the maturity date of the Bond, January 6, 2024. | |||||||||||||||||||||||||||||||||||||||||||||||||
Distribution amount (in Euro) | € | € 10,000,000 | € 10,000,000 | € 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Repayment amount (in Euro) | € | € 10,000,000 | 10,000,000 | € 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Bondholders amendment fee amount (in Euro) | € | € 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Proceed to transfer ownership | $ 159,000,000 | € 150,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Bond par value (in Dollars per share) | $ / shares | $ 107.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Solis bond waiver fees | $ 11,100,000 | 168,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Mortgage loan | 488,000 | 488,000 | € 432,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal interest rate | 6.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Revolving debt financing (in Euro) | € | € 80,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Project costs (in Euro) | € | € 420,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Finance reduces cost rate | 33.33% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fees | $ 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | 11,800,000 | 11,800,000 | 4,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 15% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Pershare of convertible note (in Dollars per share) | $ / shares | $ 3.21 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Warrant (in Shares) | shares | 619,522 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercisable term | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt (in Shares) | shares | 70,920 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest term | 18 years | 18 years | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price | (per share) | $ 8.8 | € 8 | |||||||||||||||||||||||||||||||||||||||||||||||||
Assets | $ 208,529,000 | 211,716,000 | $ 208,529,000 | 209,489,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity term | Jan. 06, 2024 | Jan. 06, 2024 | Jan. 06, 2024 | Jan. 06, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
Percentage of bondholders | 1% | 1% | 1% | ||||||||||||||||||||||||||||||||||||||||||||||||
Amendment fee (in Euro) | € | € 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Other Debt Obligations [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment terms | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Bond [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding balance | $ 149,500,000 | $ 148,200,000 | $ 149,500,000 | 147,200,000 | $ 136,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Solis Bond [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Owned subsidiary description | On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. | On March 1, 2023, the Company announced that its wholly owned subsidiary, Solis Bond Company DAC, is in breach of the three financial covenants under Solis’ Bond terms. | |||||||||||||||||||||||||||||||||||||||||||||||||
Amendment fee percentage | 6.50% | 6.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Bond holders percentage | 49% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Subordinated loan (in Euro) | € | € 14,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Assets | € | € 50,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Interest rate | 105% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption price percentage | 107.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
GRT GmbH Acquisition [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 2.05% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unisun Energy Holding B.V. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Share capital | 60% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of par value | 102% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan interest rate | $ 2.19 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 1.55% | 1.55% | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of par value | 5.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loan interest rate | $ 1.55 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Assets | € | € 50,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
DKB Bank [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | $ 825,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
GRT GmbH Acquisition [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 660,000 | $ 592,000 | $ 660,000 | 721,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding | 660,000 | 660,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
ALTN HoldCo UG [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 1.74% | 1.74% | 1.74% | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 1,230,000 | $ 1,200,000 | 1,230,000 | 1,300,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maximum borrowing | $ 3,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
loan drawn | $ 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
AEG MH02 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 18% | 16% | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 102,000 | 10,600,000 | 102,000 | 479,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Recognized interest | 551,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
AEG MH02 [Member] | Private Lenders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 8% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum borrowing | $ 10,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | May 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
ALT US 02 LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | 715,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 7.50% | 2.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 9,600,000 | 4,300,000 | 9,600,000 | 10,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Sep. 29, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 492,000 | $ 5,900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||
ALT US 02 LLC [Member] | Forecast [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 2.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
ALT US 03, LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 920,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Dancing Horse [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | $ 2,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 24% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 3,700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | Jan. 01, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of power purchase agreements | 100% | 100% | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 12% | 7.50% | 18% | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 3,800,000 | 3,800,000 | 3,620,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Promissory notes outstanding | $ 292,000 | $ 492,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayment terms | 2 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Bank of Ireland [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 5.44% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 2,100,000 | $ 2,100,000 | 2,100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
AEG Plc [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 102,000 | 102,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 10% | 10% | 14% | 10% | 10% | 10% | |||||||||||||||||||||||||||||||||||||||||||||
Repayment terms | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | 9,600,000 | $ 10,200,000 | € 10,200,000 | 9,500,000 | 9,600,000 | € 1,000,000 | $ 1,100,000 | € 1,000,000 | € 9,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Premium percentage | 120% | 120% | 120% | ||||||||||||||||||||||||||||||||||||||||||||||||
Premium percentage | 110% | 110% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 922,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | January 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price | $ / shares | $ 4.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Clean Earth Acquisitions Corp [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest shares of common stock (in Shares) | shares | 1,320,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 271,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price | € / shares | € 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Median [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 271,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt (in Shares) | shares | 1,125,000,000 | 1,125,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 380,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Pershare of convertible note (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Subsidiaries [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 5.90% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 1,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured debt [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Cash | $ 56,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible promissory note | 1,100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | $ 242,000,000 | € 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
AEG Plc [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 7.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 102,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Alternus Energy Construction Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Senior secured loan | $ 1,800,000 | € 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 9% | 9% | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 1.71 | $ 1.71 | $ 1,810,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Owned subsidiary description | As of December 31,2022 the Company Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms. | As of December 31,2022 the Company Solis Bond Company DAC, was in breach of the three financial covenants under Solis’ Bond terms. | |||||||||||||||||||||||||||||||||||||||||||||||||
Distribution amount (in Euro) | € | € 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment amount (in Euro) | € | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Pershare of convertible note (in Dollars per share) | $ / shares | $ 0.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Bond holders percentage | 49% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Subordinated loan (in Euro) | € | € 14,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Assets | $ 50,000,000 | $ 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Redemption price percentage | 107.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity term | Jan. 06, 2024 | Jan. 06, 2024 | Jan. 06, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amendment fee (in Euro) | € | € 1,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Alternus Energy Construction Holdings [Member] | Solis Bond [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of Interest rate | 105% | 105% | 105% | ||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Debt [Member] | ALTN HoldCo UG [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 1,200,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Senior Secured Debt [Member] | AEG MH02 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 10,700,000 | 10,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Lightwave Renewables, LLC [Member] | ALT US 02 LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | 2,800,000 | $ 2,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Bondholders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amendment fee | 1% | 1% | |||||||||||||||||||||||||||||||||||||||||||||||||
Bondholders [Member] | Alternus Energy Construction Holdings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of bondholders | 1% | 1% | |||||||||||||||||||||||||||||||||||||||||||||||||
Blue Sky Energy [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Principal outstanding balance | $ 9,940,000 | $ 9,940,000 |
Green Bonds, Convertible and _4
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Balances - Previously Reported [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Green bonds | $ 159,291 | $ 149,481 |
Convertible debt, secured | 11,483 | 9,609 |
Senior secured debt and promissory notes | 40,521 | 33,500 |
Total debt | 211,295 | 192,590 |
Less current maturities | (197,112) | (21,631) |
Long term debt, net of current maturities | 14,183 | 170,959 |
Current maturities | 197,112 | 21,631 |
Less current debt discount | (2,194) | (4,335) |
Current maturities net of debt discount | 194,918 | 17,296 |
Long-term maturities | 14,183 | 170,959 |
Less long-term debt discount | (2,707) | (197) |
Long-term maturities net of debt discount | $ 11,476 | $ 170,762 |
Green Bonds, Convertible and _5
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Maturities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Maturities [Line Items] | |||
2023 Sep 1 - Dec 31 | $ 178,002 | $ 21,631 | |
2024 | 22,482 | 161,688 | |
2025 | 2,848 | 890 | |
2026 | 890 | 890 | |
2027 | 890 | 890 | |
Thereafter | 6,183 | 6,601 | |
Total | 211,295 | 192,590 | $ 177,692 |
Debt [Member] | |||
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Maturities [Line Items] | |||
2023 Sep 1 - Dec 31 | 178,002 | 21,631 | |
2024 | 22,482 | 161,688 | |
2025 | 2,848 | 890 | |
2026 | 890 | 890 | |
2027 | 890 | 890 | |
Thereafter | 6,183 | 6,601 | |
Total | $ 211,295 | $ 192,590 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Leases (Details) [Line Items] | |||||
Lease cost | $ 147 | $ 136 | |||
Operating lease expenses | $ 987 | $ 309 | |||
Minimum [Member] | |||||
Leases (Details) [Line Items] | |||||
Remaining lease term | 5 years | 5 years | |||
Maximum [Member] | |||||
Leases (Details) [Line Items] | |||||
Remaining lease term | 28 years | 28 years | |||
Ireland [Member] | |||||
Leases (Details) [Line Items] | |||||
Remaining lease term | 9 years | ||||
United States [Member] | |||||
Leases (Details) [Line Items] | |||||
Remaining lease term | 7 years 6 months | ||||
Rakowic acquisition [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease cost | $ 6 | $ 6 | |||
Witnica acquisition [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease cost | 335 | ||||
Zachod acquisition [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease cost | 57 | ||||
Komorowo acquisition [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease cost | 75 | ||||
Blue Sky Energy I.B.V. acquisition [Member] | |||||
Leases (Details) [Line Items] | |||||
Lease cost | $ 83 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Key Components of the Company's Operating Leases - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Key Components of the Companys Operating Leases [Abstract] | ||
Operating Lease - Operating Cash Flows (Fixed Payments) | $ 594 | $ 1,121 |
Operating Lease - Operating Cash Flows (Liability Reduction) | 429 | 932 |
New ROU Assets - Operating Leases | $ 10,551 | |
Weighted Average Lease Term - Operating Leases (years) | 21 years 18 days | 21 years 6 months 14 days |
Weighted Average Discount Rate - Operating Leases | 7.10% | 7.10% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturities of Lease Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Lease Liabilities [Abstract] | ||
2023 Oct 1 – Dec 31 | $ 213 | $ 793 |
2024 | 845 | 842 |
2025 | 868 | 865 |
2026 | 893 | 889 |
2027 | 918 | 913 |
Thereafter | 16,336 | 16,236 |
Total lease payments | 20,073 | 20,538 |
Less imputed interest | (10,728) | (11,110) |
Total | $ 9,345 | $ 9,428 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | ||||
Discount rate percentage | 7.10% | 6% | 7.10% | 7.10% |
Asset Retirement Obligations _2
Asset Retirement Obligations (Details) - Schedule of Asset Retirement Obligations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Asset Retirement Obligations [Abstract] | |||
ARO Liability - Balance | $ 1,461 | $ 625 | $ 167 |
Additional obligations incurred | 733 | 449 | |
Accretion expense | 81 | 76 | 23 |
Foreign exchange loss (gain) | (8) | 27 | |
ARO Liability - Balance | $ 1,534 | $ 1,461 | $ 625 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Ordinary Shares were Issued and Outstanding - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Ordinary Shares were Issued and Outstanding [Line Items] | |||
Warrants, Outstanding beginning | 220,182 | 220,182 | 817,704 |
Weighted Average Exercise Price, Outstanding beginning | $ 2.45 | $ 2.45 | $ 2.45 |
Weighted Average Remaining Contractual Term (Years), Outstanding beginning | 10 months 13 days | 6 months 18 days | 1 year 1 month 9 days |
Warrants, Issued | |||
Weighted Average Exercise Price, Issued | |||
Weighted Average Remaining Contractual Term (Years), Issued | |||
Warrants, Expired | (176,682) | (597,522) | |
Weighted Average Exercise Price, Expired | |||
Weighted Average Remaining Contractual Term (Years), Expired | |||
Warrants, Outstanding ending | 43,500 | 220,182 | 220,182 |
Weighted Average Exercise Price, Outstanding ending | $ 2.45 | $ 2.45 | $ 2.45 |
Weighted Average Remaining Contractual Term (Years), Outstanding ending | 10 months 13 days | 6 months 18 days | 1 year 1 month 9 days |
Warrants, Exercisable | 43,500 | 220,182 | |
Weighted Average Exercise Price, Exercisable | $ 2.45 | $ 2.45 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 10 months 13 days | 6 months 18 days |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||
Dec. 08, 2021 | Nov. 23, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Shares of common stock available (in Shares) | 1,350,000 | |||
Stock grants (in Shares) | 43,000 | 1,350,054 | ||
Vested and issued percentage | 100% | |||
Post-split value | $0.015 | |||
Stock compensation | $ 20,000 | |||
Issuance of common stock option value | $ 2,500,000 | |||
Contractual term | 10 years | |||
Stock compensation expense | 56,000 | |||
Weighted-average grant-date fair value (in Dollars per share) | $ 1.31 | |||
Fair value of options vested | $ 0 | $ 56,000 | ||
Restricted stock awards | $ 419,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Stock Option Activity - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Option Activity [Abstract] | |||
Number of Options, Outstanding Balance | 43,000 | 43,000 | |
Weighted- Average Exercise Price, Outstanding Balance | $ 2.98 | $ 2.98 | |
Number of Options, Granted | 43,000 | ||
Weighted- Average Exercise Price, Granted | $ 2.98 | ||
Weighted- Average Remaining Contractual Term (Years), Granted | |||
Aggregate Intrinsic Value, Granted | |||
Number of Options, Exercisable | 40,000 | 43,000 | |
Weighted- Average Exercise Price, Exercisable | $ 2.98 | $ 2.98 | |
Weighted- Average Remaining Contractual Term (Years), Exercisable | 8 years 2 months 12 days | 8 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable | $ 28 | $ 15 | |
Number of Options, Exercised | |||
Weighted- Average Exercise Price, Exercised | |||
Weighted- Average Remaining Contractual Term (Years), Exercised | |||
Aggregate Intrinsic Value, Exercised | |||
Number of Options, Expired or Forfeited | (3,000) | ||
Weighted- Average Exercise Price, Expired or Forfeited | $ 2.98 | ||
Weighted- Average Remaining Contractual Term (Years), Expired or Forfeited | |||
Aggregate Intrinsic Value, Expired or Forfeited | |||
Number of Options, Outstanding Balance | 40,000 | 43,000 | 43,000 |
Weighted- Average Exercise Price, Outstanding Balance | $ 2.98 | $ 2.98 | $ 2.98 |
Weighted- Average Remaining Contractual Term (Years), Outstanding Balance | 8 years 2 months 12 days | 8 years 10 months 24 days | 9 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding Balance | $ 28 | $ 15 | $ 15 |
Geographical Information (Detai
Geographical Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Geographical Information [Abstract] | ||
Reportable segment | 1 | 1 |
Geographical Information (Det_2
Geographical Information (Details) - Schedule of Geographic Information Related to the Company’s Single Reportable Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | $ 10,478 | $ 12,372 | $ 27,799 | $ 30,483 | $ 32,526 | $ 21,393 |
Cost of Revenue by Country | 2,157 | 4,596 | 6,545 | 9,631 | 9,224 | 7,165 |
Italy [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 1,228 | 1,018 | 2,924 | 2,847 | 3,354 | 3,665 |
Cost of Revenue by Country | 250 | 161 | 732 | 469 | 812 | 711 |
Romania [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 5,161 | 4,216 | 13,271 | 14,061 | 13,710 | 13,964 |
Cost of Revenue by Country | 657 | 2,427 | 2,193 | 5,868 | 3,628 | 5,256 |
Germany [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 8 | 44 | 22 | 142 | 201 | 187 |
Cost of Revenue by Country | 25 | 16 | 30 | 30 | 42 | 50 |
Netherlands [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 1,096 | 1,673 | 4,378 | 3,759 | 4,528 | 1,340 |
Cost of Revenue by Country | 249 | 268 | 619 | 632 | 600 | 487 |
Poland [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 2,952 | 5,411 | 7,121 | 9,659 | 10,709 | 2,237 |
Cost of Revenue by Country | 955 | 1,724 | 2,924 | 2,632 | 4,142 | 661 |
United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 33 | 10 | 83 | 15 | $ 24 | |
Cost of Revenue by Country | $ 21 | $ 47 |
Related Party (Details) - Sched
Related Party (Details) - Schedule of Transaction with Directors - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Transactions with Directors | $ 60 | $ 2,065 | ||
CEO Vincent Browne [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transactions with Directors | $ 60 |
Related Party (Details) - Sch_2
Related Party (Details) - Schedule of Director's Renumeration - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | |
Related Party (Details) - Schedule of Director's Renumeration [Line Items] | ||||
Total Director's remuneration | $ 489 | $ 486 | $ 910 | $ 648 |
Remuneration in respect of services as directors [Member] | ||||
Related Party (Details) - Schedule of Director's Renumeration [Line Items] | ||||
Total Director's remuneration | 489 | 486 | 910 | 648 |
Remuneration in respect to long term incentive schemes [Member] | ||||
Related Party (Details) - Schedule of Director's Renumeration [Line Items] | ||||
Total Director's remuneration |
Organization and Formation (D_2
Organization and Formation (Details) - Schedule of Operating Subsidiaries | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PCG_HoldCo GmbH [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 6 July 2018 | July 2018 |
ALTN Ownership | Germany | Germany |
Country of Operation | Altam Inc. | 100% (via Altam) |
PCG_GP UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | General Partner (Management Company) | General Partner (Management Company) |
Date Acquired / Established | 30 August 2018 | August 2018 |
ALTN Ownership | Germany | Germany |
Country of Operation | PCG_HoldCo GmbH | 100% (via PCG_HoldCo ) |
PSM 20 GmbH & Co KG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | November 2018 | |
ALTN Ownership | Germany | |
Country of Operation | 100% (via PCG_HoldCo) | |
PSM 40 GmbH & Co KG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | December 2018 | |
ALTN Ownership | Germany | |
Country of Operation | 100% (via PCG_HoldCo) | |
GRT 1.1 GmbH & Co KG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 21 December 2018 | December 2018 |
ALTN Ownership | Germany | Germany |
Country of Operation | PCG_HoldCo GmbH | 100% (via PCG_HoldCo) |
GRK 17.2 GmbH & Co KG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | November 2018 (Dissolved) | |
ALTN Ownership | Germany | |
Country of Operation | 100% (via PCG_HoldCo) | |
ALTN HoldCo UG [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 14 December 2018 | December 2018 |
ALTN Ownership | Germany | Germany |
Country of Operation | PCG_HoldCo GmbH | 100% (via PCG HoldCo) |
Solis Bond Company DAC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 16 October 2020 | October, 2020 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | AEG JD 03 Limited | 100% (via AEG) |
Altnua Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Services Company | Services Company |
Date Acquired / Established | 11 August 2021 | August 2021 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | AEG MH 02 Limited | 100% (via AEG MH 02 Limited as of 15 June 2022) |
GHFG Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 14 September 2021 | September 2021 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | Alternus Energy Group plc | 55% (via AEG) |
AEG JD 01 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Junior Debt Holding Company |
Date Acquired / Established | 16 March 2022 | March 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | AEG MH 03 Limited | 100% (via AEG MH 03 Limited) |
AEG JD 03 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Junior Debt Holding Company |
Date Acquired / Established | 21 March 2022 | March 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l. as of 8 December 2022) |
AEG MH 01 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l) |
AEG MH 02 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | AEG JD 03 Limited | 100% (via Alternus LUX 01 S.a.r.l) |
AEG MH 03 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 10 June 2022 | June 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | AEG MH 01 Limited | 100% (via AEG MH 01 Limited) |
AEG JD 02 Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 30 September 2021 | September 2021 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | Alternus Energy Group plc | 100% (via AEG) |
Alternus Fundco Limited [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Funding Company | Funding Company |
Date Acquired / Established | 7 December 2022 | December 2022 |
ALTN Ownership | Ireland | Ireland |
Country of Operation | Alternus Energy Group plc | 100% (via AEG) |
PC-Italia-01 S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Sub-Holding SPV | Sub-Holding |
Date Acquired / Established | 15 May 2015 | May 2015 |
ALTN Ownership | Italy | Italy |
Country of Operation | AEG MH 02 Limited | 100% (via AE Europe) |
PC-Italia-02 S.p.A. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 2 September 2016 | September 2016 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Sant’Angelo Energia S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 19 May 2021 | May 2021 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
CIC Rooftop 2 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
CIC RT Treviso S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
SPV White One S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 April 2019 | April 24, 2019 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
CTS Power 2 S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 April 2019 | April 30, 2019 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
PC-Italia-03 S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | July 2020 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AEG) | |
PC-Italia-04 S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 15 July 2020 | July 2020 |
ALTN Ownership | Italy | Italy |
Country of Operation | AEG MH 02 Limited | 100% (via AEG) |
KKSOL S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | February 2021 | February 2021 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Petriolo Fotovoltaica S.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | March 2021 | March 2021 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Solarpark Serre 1 S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | March 2021 | March 2021 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
BIMA S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | March 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via Solis) | |
MABI S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | June 2021 | June 2021 |
ALTN Ownership | Italy | Italy |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Risore Solari I S.R.L [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | September 2019 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via PC03) | |
Risore Solari III S.R.L [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | August 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via PC03) | |
AED Italia – 01 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | October 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 02 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | October 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 03 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | October 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 04 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | October 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 05 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | October 2021 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 06 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | August 2022 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 07 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | August 2022 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
AED Italia – 08 S.r. l [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | August 2022 | |
ALTN Ownership | Italy | |
Country of Operation | 100% (via AECHL) | |
Uper Energy Italia S.R.L [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 27 June 2022 | June 2022 |
ALTN Ownership | Italy | Italy |
Country of Operation | Uper Energy Europe B.V. | 100% (via Uper Energy Europe B.V.) |
AE Europe B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 18 August 2016 | August 2016 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Altam Inc. | 100% (via Altam) |
AEN 01 B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | June 13, 2019 (Dissolved in 2022) | |
ALTN Ownership | Netherlands | |
Country of Operation | 100% (via Altam) | |
Zonnepark Rilland B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 20 December 2019 | December 20, 2019 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
AEN 02 B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | July 2020 (Dissolved in 2021) | |
ALTN Ownership | Netherlands | |
Country of Operation | 100% (via Altam) | |
Unisun Energy Holding B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 28 May 2020 | April 2021 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Alternus Energy Group Plc | 60%* (via AEG) |
Unisun Energy B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Unisun Energy Holding B.V. | 60%* (via AEG) |
UPER Energy Europe B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Services Company | Services Company |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Unisun Energy Holding B.V. | 100% (via Unisun Energy Holding B.V.) |
Unisun Energy Poland Investment B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | Unisun Energy Holding B.V. | 100% (via Unisun Energy Holding B.V.) |
Blue Sky Energy I B.V. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | April 2021 | April 2021 |
ALTN Ownership | Netherlands | Netherlands |
Country of Operation | AEG JD 02 Limited | 100% (via AEG JD 02 Limited) |
Altnor AS [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | |
Date Acquired / Established | August 2021 (Dissolved in November 2022) | |
ALTN Ownership | Norway | |
Country of Operation | 100% (via AEG) | |
Solarpark Samas Sp. Z.O.O [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | May 2021 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Solis) | |
Elektrownia PV Komorowo Sp. Z.O.O [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | December 2021 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Solis) | |
PV Zachod Sp. Z.O.O [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | December 2021 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Solis) | |
Alt POL HC 01 Sp. z.o.o [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | March 2022 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via AEG JD 01 Limited) | |
Uper Energy Poland SP.z.o.o [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | August 2022 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Uper Energy Europe B.V.) | |
RA01 Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 24 March 2022 | March 2022 |
ALTN Ownership | Poland | Poland |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Gardno PV Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | March 2022 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Solis) | |
Gardno2 PV Sp. z o.o. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | |
Date Acquired / Established | March 2022 | |
ALTN Ownership | Poland | |
Country of Operation | 100% (via Solis) | |
Power Clouds S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 March 2015 | March 31, 2015 |
ALTN Ownership | Romania | Romania |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
F.R.A.N. Energy Investment S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 March 2015 | March 31, 2015 |
ALTN Ownership | Romania | Romania |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Lucas EST S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 July 2021 | March 2021 |
ALTN Ownership | Romania | Romania |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Ecosfer Energy S.R.L.. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 30 July 2021 | March 2021 |
ALTN Ownership | Romania | Romania |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
LJG Green Source Energy Beta S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 29 July 2021 | May 2021 |
ALTN Ownership | Romania | Romania |
Country of Operation | Solis Bond Company DAC | 100% (via Solis) |
Uper Energy Romania S.R.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 28 February 2022 | February 2022 |
ALTN Ownership | Romania | Romania |
Country of Operation | Uper Energy Europe B.V. | 100% (via Uper Energy Europe B.V.) |
Alternus Iberia S.L. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 4 August 2021 | August 2021 |
ALTN Ownership | Spain | Spain |
Country of Operation | AEG MH 02 Limited | 100% (via PC03) |
Alt Spain Holdco, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | Acquired 14 July 2022 (Est. 31 July 2023) | July 2022 |
ALTN Ownership | Spain | Spain |
Country of Operation | AEG MH 02 Limited | 100% (via Altnua Limited) |
Alt Spain 02, S.L.U [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 14 July 2022 | July 2022 |
ALTN Ownership | Spain | Spain |
Country of Operation | Alt Spain Holdco, S.L.U. | 100% (via Alt Spain HoldCo, S.L.U. |
Alt Spain 03, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 31 May 2022 | May 2022 |
ALTN Ownership | Spain | Spain |
Country of Operation | Alt Spain Holdco S.L. | 100% (via Alt Spain HoldCo, S.L.U.) |
Alt Spain 04, S.L.U. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | May 2022 | May 2022 |
ALTN Ownership | Spain | Spain |
Country of Operation | Alt Spain Holdco, S.L.U. | 100% (via Alt Spain HoldCo, S.L.U.) |
Altam Inc [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 1 October 2020 | October 2020 |
ALTN Ownership | USA | USA |
Country of Operation | Alternus Energy Group Plc | 100% (via AEG) |
Alternus Energy Americas Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 10 May 2021 | May 2021 |
ALTN Ownership | USA | USA |
Country of Operation | Alternus Energy Group Pl | 100% (via AEG) |
Alt US 01 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | 6 December 2021 | December 2021 |
ALTN Ownership | USA | USA |
Country of Operation | Alternus Energy Americas Inc. | 100% (via Alternus Energy Americas Inc) |
Alt US 02 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 8 March 2022 | March 2022 |
ALTN Ownership | USA | USA |
Country of Operation | Alternus Energy Americas Inc. | 100% (via AEA) |
Alt US 03 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | LLC | SPV |
Date Acquired / Established | Acquired 15 December 2020 (Est. 30 March 2023) | May 2022 |
ALTN Ownership | USA | USA |
Country of Operation | ALT US 03 LLC | 100% (via AEA) |
Alt US 04 LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 14 September 2022 (Est. 31 July 2023) | September 2022 |
ALTN Ownership | USA | USA |
Country of Operation | Alternus Energy Americas Inc. | 100% (via AEA) |
LightWave Renewables, LLC [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | SPV | SPV |
Date Acquired / Established | Acquired 29 June 2022 (Est. 17 December 2020) | June 2022 |
ALTN Ownership | USA | USA |
Country of Operation | ALT US 02 LLC | 100% (via ALT US 02 LLC) |
ALT GR 01 [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 5 October 2022 | October 2022 |
ALTN Ownership | Greece | Greece |
Country of Operation | Alternus Lux 01 S.a.r.l. | 100% (via Alternus LUX 01 S.a.r.l.) |
Alternus LUX 01 S.a.r.l. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Principal Activity | Holding Company | Holding Company |
Date Acquired / Established | 5 October 2022 | October 2022 |
ALTN Ownership | Luxembourg | Luxembourg |
Country of Operation | Alternus Energy Group Plc | 100% (via AEG) |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | $ 10,478 | $ 12,372 | $ 27,799 | $ 30,483 | $ 32,526 | $ 21,393 |
Italy [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 1,228 | 1,018 | 2,924 | 2,847 | 3,354 | 3,665 |
Romania [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 5,161 | 4,216 | 13,271 | 14,061 | 13,710 | 13,964 |
Germany [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 8 | 44 | 22 | 142 | 201 | 187 |
Netherlands [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 1,096 | 1,673 | 4,378 | 3,759 | 4,528 | 1,340 |
Poland [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 2,952 | 5,411 | 7,121 | 9,659 | 10,709 | 2,237 |
United States [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 33 | 10 | 83 | 15 | 24 | |
Country Renewable Programs [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,690 | 9,184 | 8,812 | 16,550 | 5,016 | 4,133 |
Green Certificates [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,212 | 1,155 | 8,170 | 6,970 | 9,452 | 8,427 |
Energy Offtake Agreements [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | 3,572 | 2,020 | 10,355 | 6,808 | 17,888 | 8,833 |
Other Revenue [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregated Revenues [Line Items] | ||||||
Revenues | $ 4 | $ 13 | $ 462 | $ 155 | $ 170 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Details) - Schedule of Diluted Net Loss Per Share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 83,500,000 | 538,146,000 | 26,585,920,000 | 27,153,442,000 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 40,000,000 | 26,365,738,000 | 26,335,738,000 | |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 43,500,000 | 538,146,000 | 220,182,000 | 817,704,000 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of Accounts Receivables and Unbilled Energy Incentives - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accounts Receivables and Unbilled Energy Incentives [Abstract] | |||
Accounts receivable | $ 4,597 | $ 5,916 | $ 4,677 |
Unbilled energy incentives earned | 5,883 | 4,954 | 3,139 |
Total | $ 10,480 | $ 10,870 | $ 7,816 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Prepaid expenses and other current assets | $ 6,144 | $ 4,409 | $ 2,039 |
Total | $ 6,144 | $ 4,409 | $ 2,039 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 183,775 | $ 177,215 | $ 170,067 |
Less: Accumulated depreciation | (20,644) | (15,422) | (9,709) |
Total | 163,131 | 161,793 | 160,358 |
Solar energy facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 169,334 | 168,336 | 153,399 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,077 | 1,076 | 917 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 490 | 497 | 527 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 120 | 118 | 44 |
Software and computers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 456 | 335 | 178 |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 435 | 281 | 33 |
Asset retirement [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,340 | 1,345 | 588 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 10,489 | $ 5,227 | $ 14,381 |
Capitalized Development Cost _5
Capitalized Development Cost and Other Long-Term Assets (Details) - Schedule of Capitalized Cost and Other Long-Term Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Capitalized Cost and Other Long-Term Assets [Abstract] | |||
Capitalized development cost and other long-term assets | $ 9,308 | $ 7,266 | $ 3,286 |
Notes receivables and other long term prepaids | 1,272 | 2,045 | |
Total | $ 9,308 | $ 8,538 | $ 5,331 |
Goodwill (Details) - Schedule_2
Goodwill (Details) - Schedule of Goodwill Activity - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Goodwill Activity [Abstract] | |||
Goodwill, Beginning Balance | $ 1,758 | $ 1,903 | $ 1,350 |
Additions | 657 | ||
Impairment | |||
Foreign currency translation adjustment | (15) | (145) | (104) |
Goodwill, Ending Balance | $ 1,743 | $ 1,758 | $ 1,903 |
Accounts Payable (Details) - _2
Accounts Payable (Details) - Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule of Accounts Payable Represent Amounts Owned to Suppliers of Goods and Services [Abstract] | |||
Accounts payable | $ 14,438 | $ 12,441 | $ 11,854 |
Deferred income | 4,954 | 3,139 | $ 5,883 |
Total | $ 19,392 | $ 15,580 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Liabilities [Abstract] | |||
Accrued expenses | $ 11,931 | $ 4,265 | $ 2,181 |
Accrued interest | 8,731 | 5,269 | 1,549 |
Other accrued | 1,859 | 350 | 1,562 |
Total | $ 22,521 | $ 9,884 | $ 5,292 |
Taxes Recoverable and Payable_3
Taxes Recoverable and Payable (Details) - Schedule of Taxes Recoverable and Payable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Taxes Recoverable and Payable [Abstract] | |||
Taxes recoverable | $ 2,620 | $ 1,876 | $ 5,461 |
Less: Taxes payable | 1,200 | 1,135 | 1,734 |
Total | $ 1,420 | $ 741 | $ 3,727 |
Green Bonds, Convertible and _6
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Balances - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule of Debt Balances [Abstract] | |||
Green bonds | $ 149,481 | $ 147,238 | |
Convertible debt, secured | 9,609 | 10,193 | |
Senior secured debt and promissory notes | 33,500 | 20,261 | |
Total debt | 192,590 | 177,692 | $ 211,295 |
Less current maturities | (21,631) | (6,077) | |
Long term debt, net of current maturities | 170,959 | 171,615 | |
Less debt discount | (4,532) | (8,026) | |
Long term debt, net of debt discount | $ 166,427 | $ 163,589 |
Green Bonds, Convertible and _7
Green Bonds, Convertible and Non-convertible Promissory Notes (Details) - Schedule of Debt Maturities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Debt Maturities [Line Items] | |||
2023 Sep 1 - Dec 31 | $ 178,002 | $ 21,631 | |
2024 | 22,482 | 161,688 | |
2025 | 2,848 | 890 | |
2026 | 890 | 890 | |
2027 | 890 | 890 | |
Thereafter | 6,183 | 6,601 | |
Total | 211,295 | 192,590 | $ 177,692 |
Debt [Member] | |||
Schedule of Debt Maturities [Line Items] | |||
2023 Sep 1 - Dec 31 | 178,002 | 21,631 | |
2024 | 22,482 | 161,688 | |
2025 | 2,848 | 890 | |
2026 | 890 | 890 | |
2027 | 890 | 890 | |
Thereafter | 6,183 | 6,601 | |
Total | $ 211,295 | $ 192,590 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Key Components of the Company's Operating Leases - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Key Components of the Companys Operating Leases [Abstract] | ||
Operating Lease - Operating Cash Flows (Fixed Payments) | $ 594 | $ 1,121 |
Operating Lease - Operating Cash Flows (Liability Reduction) | 429 | 932 |
New ROU Assets - Operating Leases | $ 10,551 | |
Weighted Average Lease Term - Operating Leases | 21 years 18 days | 21 years 6 months 14 days |
Weighted Average Discount Rate - Operating Leases | 7.10% | 7.10% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Lease Liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Maturities of Lease Liabilities [Abstract] | ||
2023 | $ 213 | $ 793 |
2024 | 845 | 842 |
2025 | 868 | 865 |
2026 | 893 | 889 |
2027 | 918 | 913 |
Thereafter | 16,336 | 16,236 |
Total lease payments | 20,073 | 20,538 |
Less imputed interest | 10,728 | 11,110 |
Total | $ 9,345 | $ 9,428 |
Asset Retirement Obligations _3
Asset Retirement Obligations (Details) - Schedule of Asset Retirement Obligations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Asset Retirement Obligations [Abstract] | |||
ARO Liability - Balance | $ 1,461 | $ 625 | $ 167 |
Additional obligations incurred | 733 | 449 | |
Accretion expense | 81 | 76 | 23 |
Foreign exchange loss (gain) | 26 | (14) | |
ARO Liability - Balance | $ 1,534 | $ 1,461 | $ 625 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Ordinary Shares were Issued and Outstanding - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shareholders' Equity (Details) - Schedule of Warrants to Purchase of Ordinary Shares were Issued and Outstanding [Line Items] | |||
Warrants, Outstanding beginning | 220,182 | 220,182 | 817,704 |
Weighted Average Exercise Price, Outstanding beginning | $ 2.45 | $ 2.45 | $ 2.45 |
Weighted Average Remaining Contractual Term (Years), Outstanding beginning | 10 months 13 days | 6 months 18 days | 1 year 1 month 9 days |
Warrants, Issued | |||
Weighted Average Exercise Price, Issued | |||
Weighted Average Remaining Contractual Term (Years), Issued | |||
Warrants, Expired | (176,682) | (597,522) | |
Weighted Average Exercise Price, Expired | |||
Weighted Average Remaining Contractual Term (Years), Expired | |||
Warrants, Outstanding ending | 43,500 | 220,182 | 220,182 |
Weighted Average Exercise Price, Outstanding ending | $ 2.45 | $ 2.45 | $ 2.45 |
Weighted Average Remaining Contractual Term (Years), Outstanding ending | 10 months 13 days | 6 months 18 days | 1 year 1 month 9 days |
Warrants, Exercisable | 43,500 | 220,182 | |
Weighted Average Exercise Price, Exercisable | $ 2.45 | $ 2.45 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 10 months 13 days | 6 months 18 days |
Development Cost (Details)
Development Cost (Details) zł in Millions | 12 Months Ended | |||
Nov. 30, 2022 USD ($) | Nov. 30, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 PLN (zł) | |
Development Cost (Details) [Line Items] | ||||
Development cost | $ 23,925,000 | |||
Project Three [Member] | ||||
Development Cost (Details) [Line Items] | ||||
Payment of initial amount | $ 566,000 | € 500,000 | ||
Payment of additional amount | $ 7,360,000 | € 6,500,000 | ||
Percentage of ownership interest | 100% | 100% | ||
Percentage of total payment | 70% | 70% | ||
Renewable Energy Program [Member] | ||||
Development Cost (Details) [Line Items] | ||||
Development cost | $ 23,900,000 | |||
Renewable Energy Program [Member] | POLAND | Project One [Member] | ||||
Development Cost (Details) [Line Items] | ||||
Development cost | 9,600,000 | zł 45 | ||
Renewable Energy Program [Member] | POLAND | Project One [Member] | Accounts Payable [Member] | ||||
Development Cost (Details) [Line Items] | ||||
Due to seller | 9,600,000 | |||
Amount paid to seller | 4,200,000 | |||
Outstanding payable | $ 5,400,000 |
Development Cost (Details) - Sc
Development Cost (Details) - Schedule of Development Cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Development Cost (Details) - Schedule of Development Cost [Line Items] | |||||
Gross development cost | $ 218 | $ 216 | $ 1,223 | $ 216 | |
Miscellaneous development cost | $ 6,597 | ||||
Total | 23,925 | ||||
Project 1 [Member] | |||||
Development Cost (Details) - Schedule of Development Cost [Line Items] | |||||
Gross development cost | 11,896 | ||||
Project 2 [Member] | |||||
Development Cost (Details) - Schedule of Development Cost [Line Items] | |||||
Gross development cost | 4,425 | ||||
Project 3 [Member] | |||||
Development Cost (Details) - Schedule of Development Cost [Line Items] | |||||
Gross development cost | $ 1,007 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Fair Value of Stock Options Assumptions | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Fair Value of Stock Options Assumptions [Abstract] | |
Weighted-average risk-free interest rate | 1.27% |
Expected term (in years) | 5 years |
Expected volatility | 49% |
Dividend yield | 0% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Stock Option Activity - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Stock Option Activity [Abstract] | |||
Number of Options, Outstanding Balance | $ 43,000 | $ 43,000 | |
Weighted- Average Exercise Price, Outstanding Balance | $ 2.98 | $ 2.98 | |
Number of Options, Granted (in Shares) | 43,000 | ||
Weighted- Average Exercise Price, Granted | $ 2.98 | ||
Weighted- Average Remaining Contractual Term (Years), Granted | |||
Aggregate Intrinsic Value, Granted | |||
Number of Options, Exercised (in Shares) | |||
Weighted- Average Exercise Price, Exercised | |||
Weighted- Average Remaining Contractual Term (Years), Exercised | |||
Aggregate Intrinsic Value, Exercised (in Dollars) | |||
Number of Options, Expired or Forfeited (in Shares) | 3,000 | ||
Weighted- Average Exercise Price, Expired or Forfeited | |||
Weighted- Average Remaining Contractual Term (Years), Expired or Forfeited | |||
Aggregate Intrinsic Value, Expired or Forfeited | |||
Number of Options, Outstanding Balance | 43,000 | 43,000 | |
Weighted- Average Exercise Price, Outstanding Balance | $ 2.98 | $ 2.98 | $ 2.98 |
Weighted- Average Remaining Contractual Term (Years), Outstanding Balance | 8 years 2 months 12 days | 8 years 10 months 24 days | 9 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding Balance (in Dollars) | $ 28 | $ 15 | $ 15 |
Number of Options, Exercisable (in Shares) | 40,000 | 43,000 | |
Weighted- Average Exercise Price, Exercisable | $ 2.98 | $ 2.98 | |
Weighted- Average Remaining Contractual Term (Years), Exercisable | 8 years 2 months 12 days | 8 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 28 | $ 15 |
Geographical Information (Det_3
Geographical Information (Details) - Schedule of Geographic Information Related to the Company’s Single Reportable Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | $ 10,478 | $ 12,372 | $ 27,799 | $ 30,483 | $ 32,526 | $ 21,393 |
Cost of Revenue by Country | 2,157 | 4,596 | 6,545 | 9,631 | 9,224 | 7,165 |
Long Lived Assets | 190,308 | 176,378 | ||||
Italy [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 1,228 | 1,018 | 2,924 | 2,847 | 3,354 | 3,665 |
Cost of Revenue by Country | 250 | 161 | 732 | 469 | 812 | 711 |
Long Lived Assets | 23,407 | 25,305 | ||||
Romania [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 5,161 | 4,216 | 13,271 | 14,061 | 13,710 | 13,964 |
Cost of Revenue by Country | 657 | 2,427 | 2,193 | 5,868 | 3,628 | 5,256 |
Long Lived Assets | 44,759 | 48,753 | ||||
Germany [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 8 | 44 | 22 | 142 | 201 | 187 |
Cost of Revenue by Country | 25 | 16 | 30 | 30 | 42 | 50 |
Long Lived Assets | 1,927 | 4,371 | ||||
Netherlands [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 1,096 | 1,673 | 4,378 | 3,759 | 4,528 | 1,340 |
Cost of Revenue by Country | 249 | 268 | 619 | 632 | 600 | 487 |
Long Lived Assets | 25,416 | 22,949 | ||||
Poland [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 2,952 | 5,411 | 7,121 | 9,659 | 10,709 | 2,237 |
Cost of Revenue by Country | 955 | 1,724 | 2,924 | 2,632 | 4,142 | 661 |
Long Lived Assets | 75,033 | 63,917 | ||||
United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue by Country | 33 | 10 | 83 | 15 | 24 | |
Cost of Revenue by Country | $ 21 | $ 47 | ||||
Long Lived Assets | 5,919 | 856 | ||||
Ireland [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Long Lived Assets | 13,702 | 10,161 | ||||
Spain [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Long Lived Assets | $ 145 | $ 66 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of Net Deferred Tax Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Net Deferred Tax Assets [Abstract] | ||
NOL Carryforward | $ 10,745 | $ 7,417 |
Capital Loss Carryforward | 104 | 104 |
Stock Compensation | 100 | 88 |
Interest Expenses | 3,026 | 820 |
Lease Liabilities | 1,907 | |
Asset basis differences | 582 | 656 |
Total Deferred Tax Assets | 16,464 | 9,085 |
Less: Valuation Allowance | (14,558) | (9,085) |
Net Deferred Tax Assets | 1,906 | |
Deferred tax liabilities | ||
Right of use assets | (1,907) | |
Net deferred tax assets (liabilities) |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of Reconciliation Between the Effective Tax Rate on Income from Continuing Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation Between the Effective Tax Rate on Income from Continuing Operations [Abstract] | ||
Book Loss Before Tax | $ (36,279) | $ (18,415) |
US Federal Tax: 21% | (7,619) | (3,867) |
State Taxes, net of federal income tax effect: 12.60% | ||
Tax Effect of: | ||
Permanent Differences | 2,577 | |
Reversal/Addition of the Prior year tax | 578 | (2,039) |
Tax rate change | ||
Expiration of Unused Capital Loss Carryforward | ||
Change in valuation allowance | 5,473 | 5,707 |
Foreign tax rate differential | (1,004) | 199 |
Provision For Income Taxes | $ 5 |
Income Tax Provision (Details_3
Income Tax Provision (Details) - Schedule of Reconciliation Between the Effective Tax Rate on Income from Continuing Operations (Parentheticals) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation Between the Effective Tax Rate on Income from Continuing Operations [Abstract] | ||
US Federal Tax | 21% | 21% |
State Taxes, net of federal income tax effect | 12.60% | 12.60% |
Income Tax Provision (Details_4
Income Tax Provision (Details) - Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Netherlands [Member] | |
Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities [Line Items] | |
Other | $ 596 |
Poland [Member] | |
Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities [Line Items] | |
Other | 993 |
USA [Member] | |
Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities [Line Items] | |
Other | 175 |
Other [Member] | |
Schedule of Leased Assets, and Deferred Tax Assets Related to Corresponding Lease Liabilities [Line Items] | |
Other | $ 143 |
Related Party (Details) - Sch_3
Related Party (Details) - Schedule of Transactions with Directors - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Transaction with Directors [Line Items] | ||||
Total Transactions with Directors | $ 60 | $ 2,065 | ||
Wikborg Sons Ltd AS fee, a related party to board member Rolf Wikborg [Member] | ||||
Schedule of Transaction with Directors [Line Items] | ||||
Total Transactions with Directors | 718 | |||
Prepaid consulting agreement with Wikborg Sons Ltd AS, a related party board member Rolf Wikborg [Member] | ||||
Schedule of Transaction with Directors [Line Items] | ||||
Total Transactions with Directors | 340 | |||
Doonbeg Partners, a related party to board member John Thomas [Member] | ||||
Schedule of Transaction with Directors [Line Items] | ||||
Total Transactions with Directors | $ 1,007 |
Related Party (Details) - Sch_4
Related Party (Details) - Schedule of Director’s Remuneration - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | |
Schedule of Director’s Remuneration [Line Items] | ||||
Total Director's remuneration | $ 489 | $ 486 | $ 910 | $ 648 |
Remuneration in respect of services as directors [Member] | ||||
Schedule of Director’s Remuneration [Line Items] | ||||
Total Director's remuneration | 489 | 486 | 910 | 648 |
Remuneration in respect to long term incentive schemes [Member] | ||||
Schedule of Director’s Remuneration [Line Items] | ||||
Total Director's remuneration |