C06525-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Sep 25, 2024
2. SEC Identification Number
CS200909233
3. BIR Tax Identification No.
007-315-916
4. Exact name of issuer as specified in its charter
ALTERNERGY HOLDINGS CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Level 3B, 111 Paseo de Roxas Building, Paseo de Roxas Avenue corner Legazpi Street, Legaspi Village, Makati City Postal Code 1229
8. Issuer's telephone number, including area code
+632 8813 4678
9. Former name or former address, if changed since last report
NA
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common 3,933,840,480
Perpetual Preferred 1 370,398,637
Perpetual Preferred 2 - Series A 100,000,000
11. Indicate the item numbers reported herein
Item 9 - Other Matters

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Alternergy Holdings CorporationALTER

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Alternergy Holdings Corporation ("ALTER") acquires shares of Alternergy Solar Holdings Corporation ("ASHCo") to organize its solar project companies under a common intermediate holding company.

Background/Description of the Disclosure

In a meeting held today, 25 September 2024, the Board of Directors of Alternergy Holdings Corporation ("ALTER") approved the acquisition of twenty five thousand (25,000) Common shares to own up to one hundred percent (100%) of the issued and outstanding capital stock of Alternergy Solar Holdings Corporation ("ASHCo"), a holding corporation with a primary purpose to invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description.

Date of Approval by
Board of Directors
Sep 25, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

ALTER desires to organize all its solar project companies under a common intermediate holding company to align with the existing structures that are already implemented for ALTER's wind and hydro groups.

Details of the acquisition or disposition
Date Oct 11, 2024
Manner

The execution of Deed/s of Sale of Shares of Stock between ASHCo's individual incorporators and ALTER.

Description of the company to be acquired or sold

ASHCo is a holding corporation with a primary purpose to invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description, incorporated on 16 May 2024.

The terms and conditions of the transaction
Number of shares to be acquired or disposed 25,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share 1.00
Nature and amount of consideration given or received

Cash amounting to PhP 25,000.00

Principle followed in determining the amount of consideration

Shares to be purchased at par value

Terms of payment

One-time payment in full upon execution of the transfer documentation

Conditions precedent to closing of the transaction, if any

NA

Any other salient terms

NA

Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Gerry P. Magbanua President of ALTER
Janina C. Arriola Director of ALTER
Luisito S. Pangilinan Treasurer of ALTER
Effect(s) on the business, financial condition and operations of the Issuer, if any

Acquiring ASHCo for the purpose of making it an intermediate holding company will consolidate ALTER's solar assets and organize the three different technologies under separate intermediate holding companies.

Other Relevant Information

Please see attached SEC Form 17-C filed via email with the SEC relating to the matter.

This disclosure is being AMENDED to reflect the date of execution of the Deed of Sale of Shares of Stock between ALTER and individual shareholders for ASHCo shares.

Filed on behalf by:
Name Kimberly Rose Pagdilao
Designation Corporate Counsel / Deputy CIO