CEPL · Capstone Energy+, Inc.

Capstone Green Energy Holdings, Inc. executed a significant recapitalization transaction, closing a $112.5 million strategic investment led by Monarch Alternative Capital LP. The financing structure comprised $80 million in senior convertible preferred stock and $15 million in common stock issued to Monarch, alongside a concurrent $17.5 million private placement of common stock to accredited investors. A critical use of proceeds was the $85 million redemption of the legacy preferred equity interest in Capstone Green Energy LLC held by an entity controlled by Goldman Sachs. Consequently, the operating subsidiary is now wholly owned by the Company, simplifying the corporate structure and potentially streamlining operational and financial management.

To facilitate the investment, the Company amended its articles of incorporation by filing a Certificate of Designation with the Secretary of State of Delaware on March 31, 2026. This certificate established the Series A Convertible Preferred Stock, authorizing 80,000 shares with a par value of $0.001. The filing outlines specific rights, including voting rights where holders vote with common stockholders and the right for holders to appoint directors. Monarch's investment grants it the right to appoint two independent directors to the Board, signaling active investor involvement in governance. Additionally, the Company committed to pursuing a listing on a U.S. national securities exchange within twelve months and filing a resale registration statement within 30 days. The remaining net proceeds are earmarked for growth initiatives, specifically targeting the AI data center market and enhancing engineering capabilities.