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February 21, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Re:Clean Earth Acquisitions Corp.
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note your disclosure on page 51 that following the consummation of the business
combination, Alternus will own a majority of the Company’s common stock, and as a
result, Alternus will be able to substantially influence matters requiring Company
stockholder or board approval, including the election of directors, approval of any
potential acquisition of Company, changes to Company’s organizational documents and
significant corporate transactions.  Please revise your cover page to disclose that Alternus
will own 64% of your common stock following the closing of the business combination,
assuming no redemptions by holders of Clean Earth’s public shares.  Please also
advise whether you will be a controlled company under Nasdaq rules. If so, please include
appropriate disclosure of this status on the prospectus cover page, Summary of the Proxy
Statement, and Risk Factors.  Please also disclose the corporate governance exemptions
available to a controlled company and whether you intend to rely on these exemptions.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 2
Summary Term Sheet, page x
2.We note your disclosure in the last bullet point on page xiv that your Sponsor invested a
total of $915,000 for 7,666,667 founder shares and 890,000 private units.  However, based
on your disclosures in bullet points 7 and 8 on this page, it appears your Sponsor invested
$8,925,000 for these shares and units.  You also make this same disclosure on page 34.
Please revise as appropriate.
3.Please revise your table presenting possible sources of dilution to include a presentation
reflecting the dilutive impact of the Earn Out Shares.
Questions and Answers for Stockholders of Clean Earth
Q: How will the business combination impact the shares of the Company outstanding after the
business combination?, page xix
4.You disclose that immediately after the business combination and the consummation of
the Transactions contemplated thereby, including the shares of common stock issuable on
automatic conversion of the rights, the number of common shares issued and outstanding
will increase to 98,246,111 shares (excluding shares issuable upon exercise of any
warrants following the Closing and assuming no redemptions).  However based on the
information presented in the table on page xii, shares issuable on exercise of warrants
appear to be included in this number.  Please revise your disclosure as appropriate.
Q: Who will be controlling shareholder of the Company post-Closing?, page xx
5.Please revise to clarify that Alternus will be your controlling shareholder.
Q: May the Sponsor, the initial stockholder or the Company's directors or officers or their
affiliates purchase shares or public warrants, page xxiv
6.We note your disclosure that your initial stockholder and your directors, officers, advisors
and their affiliates may purchase shares or public warrants in privately negotiated
transactions or in the open market either prior to or following the completion of the
business combination, although they are under no obligation to do so.  We further note
you disclose that the purpose of any such purchases of shares could be to vote such shares
in favor of the business combination and thereby increase the likelihood of obtaining
stockholder approval of the business combination or to satisfy a closing condition in the
Business Combination Agreement, where it appears that such requirement would
otherwise not be met.  Please provide us with your analysis as to how such purchases
would comply with Exchange Act Rule 14e-5.  To the extent that you are relying on
Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please
provide an analysis regarding how it applies to your circumstances.
Structure of the Business Combination, page 2
7.Please disclose in this section the material terms of the business combination agreement

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 February 21, 2023 Page 3
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Clean Earth Acquisitions Corp.
February 21, 2023
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relating to vesting of the Earnout Shares.
Simplified Post-Business Combination Structure, page 3
8.Please revise your diagram depicting the Company’s organizational structure immediately
following the consummation of the Equity Exchange to disclose the ownership interests
held by the initial stockholders, including Clean Earth's sponsor and directors and
officers, Alternus, and public stockholders.
Ownership of the Company following the Business Combination, page 4
9.Please revise your table illustrating the varying ownership levels in the
Company immediately following the consummation of the business combination to reflect
the 33.3% of the founder shares which become subject to vesting on closing of the
business combination and the 2,300,000 shares which will be issuable on conversion of
the Rights which will automatically convert on closing of the business combination.
Summary of the Proxy Statement
Opinion of Cabrillo Advisors, Inc., page 7
10.We note your disclosure that Cabrillo Advisors delivered its fairness opinion, dated
October 9, 2022 (the “Opinion”), to your board of directors that, as of the date of the
Opinion and subject to and based on the assumptions made, procedures followed, other
matters considered, limitations of the review undertaken and qualifications contained in
such Opinion, the Transaction was fair, from a financial point of view to the holders of
Clean Earth’s common stock.  Please disclose, if true, that the fairness opinion addresses
fairness to all shareholders as a group, and not only those shareholders unaffiliated with
the sponsor or its affiliates.
Risks Related to Alternus' Business and Industry, page 15
11.We note that you have disclosed risks related to Alternus throughout this section.  Please
revise your risk factors to clarify the nature and extent of these risks to the post-
combination company.  For example, we note that Alternus will continue as a separate
company with certain retained subsidiaries, and will be the majority holder of Clean
Earth’s outstanding common stock.
12.We note your disclosure on page F-96 that during the nine-month period ended September
30, 2022, four customers represented 30%, 13%, 12%, and 12% of revenues.  Please add
related risk factor disclosure, or tell us why you do not believe this presents a material
risk.
Impact of RePowerEU programme on Alternus' business and future prospects, page 20
13.We note your disclosure regarding the RePowerEU programme.  Please revise to clarify
the related risks that are material.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 4
If Alternus fails to comply with financial and other covenants under debt arrangements, page 24
14.We note your disclosure in this section that Solis Bond Terms require consent from the
bond holders to transfer Solis Bond Company and its subsidiaries under Clean Earth
Acquisitions Corp. on Closing, and your disclosure that if Alternus does not receive
consent from the Bond holders, Alternus will seek to refinance the Solis Bond prior to
Closing.  We also note your disclosure that Alternus has no assurance that such a
refinancing will close at all or on terms that are satisfactory to Alternus, and in turn, the
Company.  Please revise to clarify the significance of this risk, and whether the receipt of
such consents or refinancing are conditions to closing the business combination.
Risks Related to Clean Earth and the Business Combination, page 33
15.We note that Section 13.1 of your Proposed Charter attached as Annex C includes an
exclusive forum provision identifying the Court of Chancery of the State of Delaware as
the exclusive forum for certain litigation, including any “derivative action.”  We also note
that this provision will not apply to suits brought to enforce any liability or duty created
by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction, and unless the Corporation consents in writing to the selection of an
alternative forum, the federal district courts of the United States of America shall, to the
fullest extent permitted by law, be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act of 1933, as amended, or the
rules and regulations promulgated thereunder.  Please describe this provision in your
proxy statement and address any uncertainty about enforceability.  In addition, provide
related risk factor disclosure addressing the impact on shareholders, including that they
may be subject to increased costs to bring a claim and that the provision could discourage
claims or limit investors’ ability to bring a claim in a judicial forum that they find
favorable.
16.It appears that substantially all of your assets and a majority of your directors and officers
are located outside the United States.  Please include related risk factor disclosure
addressing the impact to U.S. stockholders on their ability to effect service of process,
enforce judgments, and bring original actions in foreign courts to enforce liabilities based
on U.S. laws, including U.S. federal securities laws.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold, page 39
17.We note your disclosure here that under registration rights agreements included in the
Investor Rights Agreement entered into with the Sponsor and Alternus, among other
things, stockholders will be entitled to customary registration rights following their
respective lock-up periods.  We also note your disclosure on page 219 that pursuant to the
terms of the Investor Rights Agreement, the Company will be obligated to, among other
things, register for resale such securities that are held by the parties thereto from time to
time.  Please revise to disclose the amount of shares of common stock which will be

 FirstName LastNameAaron T.  Ratner
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 February 21, 2023 Page 5
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
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subject to resale registration rights.
Clean Earth and Alternus have incurred and expect to incur significant transaction and transition
costs, page 45
18.We note your disclosure that Clean Earth and Alternus have incurred and expect to incur
significant transaction and transition costs in connection with the business combination.
Please quantify these costs.
Background of the Business Combination, page 89
19.We note your disclosure that after initial vetting, the deal team documented a total of 105
potential targets, and that Clean Earth deal team’s preliminary due diligence of these
potential targets progressed to various stages, with secondary stages including signing
non-disclosure agreements.  We further note the deal team next developed a list of four
finalists and met in person with executives of three of the four finalists to confirm analysis
and fit with Clean Earth’s selection criteria and mutual goals, and that based on this final
stage of vetting, recommended that the Board move forward with Alternus to sign a letter
of intent.  Please expand your discussion in this section to describe the process utilized to
evaluate the other four finalists. Please discuss the information gathered, how and by
whom it was evaluated, the negotiations, if any, which occurred, and any alternative offers
that were made or received.  Your disclosure should clearly describe the reasons you did
not consider any alternative proposal.
20.We note your disclosure that, during April and May 2022, informal discussions took place
between Clean Earth’s deal team and Alternus management, concerning a letter of intent,
including a minimum valuation and percentage ownership mutually acceptable as a
baseline, levels of debt being sought to complete projects in the existing pipeline and any
desired equity and cash.  These discussions appear to have taken place prior to and during
the Clean Earth deal team's vetting of the other potential targets.  Please expand your
disclosure in this regard.
21.We note your disclosure that on August 4, 2022 there were discussions in New York City
with Alternus, Clean Earth and JonesTrading, at which, among other things, the parties
addressed framing the terms of the Business Combination Agreement based on the letter
of intent, including addressing the terms of an earnout based on the most recent valuation,
and adding an implied share price as an earnout target to take into account scenarios
where target EBITDA would be obtained, but market conditions may result in share price
targets not being achieved in the same timeframe.  Please expand your disclosure to
include a more detailed description of the negotiations surrounding this earnout
consideration, including how the earnout consideration component came about and how
the parties ultimately agreed on the earnout consideration of up to 35,000,000 Earn Out
Shares.
22.You disclose that, on May 10, 2022, Alternus provided four-year financial projections
from 2022-2025 to Clean Earth.  You also disclose that the valuation of Alternus was

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February 21, 2023
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based, in part, on the forecast provided by Alternus and that, in supporting its decision to
enter into the Business Combination Agreement and the Transactions, the Board
considered, among other factors, Alternus' projections.  Please revise to clarify whether
these references to Alternus' projections relate to the four-year projections from 2022-
2025 provided by Alternus to Clean Earth or to other additional projections.  In addition,
please revise to clarify the projections relied upon by the fairness advisor in rendering the
fairness opinion. We may have additional comments.
23.Revise to clearly identify the representatives or members of management who participated
in the referenced meetings and discussions.  As examples, we note your general references
to "Clean Earth, "Alternus," "Alternus management," and "Clean Earth management."
24.We note your disclosure that, on August 10, 2022, Clean Earth and JonesTrading executed
an engagement letter confirming the retention of JonesTrading as financial advisor and as
placement agent with respect to potential future financing in connection with the Business
Combination.  We also note you disclose that at a meeting of the Board of Directors on
September 6, 2022, JonesTrading made a presentation to the Board of Directors
concerning a Committed Capital on Demand equity facility to prov