UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment Number Two

 

(Mark One)

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

 

For the Fiscal Year Ended December 31, 2025

 

Or

 

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

 

For the transition period from _____ to _____

 

Commission File Number: 001-41306

 

 

AEDIS ENERGY INC.

(Formerly known as Alternus Clean Energy, Inc.)

(Exact name of registrant as specified in its charter)

 

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

 

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

(212) 739-0727 

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 739-0727

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Securities Exchange Act:

 

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

 

 

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

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐ No ☒

 

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company, in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

Yes: ☐ No: ☒

 

The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025, based on the closing price of $6.40 for shares of the Registrant’s common stock as reported by The OTC Market, was approximately $1.65 million. Shares of common stock beneficially owned by each executive officer and director have been excluded in that such persons may be deemed to be affiliates.

 

The number of shares outstanding of the Registrant’s common stock, par value $0.0001 per share, on September 30, 2026 was 4,290.

 

 

Documents Incorporated by Reference

None

 

 

EXPLANATORY NOTE

 

Aedis Energy Inc. (formerly known as Alternus Clean Energy, Inc.) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on June 15, 2026, as amended by Amendment No. 1 (collectively, the “Original Filing”), solely to correct the officer certifications at Exhibits 31.1 and 31.2, which inadvertently omitted certain representations concerning internal control over financial reporting required by Item 601(b)(31)(i) of Regulation S-K, and (ii) file the Master Services Agreements referenced as Exhibits D-1 and D-2 to the Joint Venture Operating Agreement previously filed as Exhibit 10.1 to the Company's Form 8-K filed on October 6, 2025 (and Exhibit 10.29 to the Original Filing), as required by Item 601(b)(10) of Regulation S-K.

 

Specifically, the introductory language in paragraph 4 of the certifications omitted the reference to “internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)),” and paragraph 4(b), which was marked as “[omitted],” has been restored to include the required representation regarding the design of internal control over financial reporting.

 

The correction does not affect the Company's previously reported financial statements, results of operations, cash flows, stockholders' equity, or any conclusions regarding disclosure controls and procedures or internal control over financial reporting. The omission was a drafting error and was not the result of any identified material weakness or significant deficiency in the Company’s internal control over financial reporting.

 

Except as specifically described in this Explanatory Note, no other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing date of the Original Filing and does not modify or update any disclosures contained therein. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's other filings with the SEC subsequent to the filing of the Original Filing.