SecProbe.io

July 16, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 1, 2024
Amendment No. 3 to Registration Statement on Form S-1
Filed July 1, 2024
File No. 333-276630
Dear Vincent Browne:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 1, 2024
Risk Factors
The shares of common stock being offered in this prospectus represent a substantial percentage of
our outstanding common stock..., page 35
We note your response to prior comment three, including revised disclosure indicating
that the number of shares that may be sold by the selling securityholders under the instant
registration statement exceeds the number of shares of your total common stock
constituting your public float, and represents approximately 495% of your public float and
approximately 98% of your outstanding shares of common stock. We further note your
added risk factor disclosing that, in connection with the 3i Note Transaction, you are
obligated to register up to 35,334,165 shares of your common stock that may be issuable 1.

July 16, 2024
Page 2
pursuant to the Convertible Note and the 3i Warrant in a Registration Statement on Form
S-1 (File No. 333- 278994). Please revise your disclosure to clarify the cumulative effect
that the number of shares that may be sold by the selling securityholders under both
registration statements will have on the percentage of your public float and percentage of
your outstanding shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
2.Please revise your disclosure in this section to discuss risks to the Company with respect
to the Forward Purchase Agreement. In this regard, we note your response to prior
comment 10 regarding such risks on page 5 of your letter dated June 28, 2024.
Description of Our Securities
Warrants
Public Warrants, page 108
3.We note your response to prior comment 7 and reissue it in part. We note your disclosure
that the Public Warrants are currently trading on the OTC Markets under the trading
symbol: OTC: ACLEW. Where it appears the Public Warrants trade, specifically, on the
OTC Pink Tier, please revise your disclosure accordingly.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.