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United States securities and exchange commission logo
May 8, 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.
Revised Preliminary Proxy Statement on Schedule 14A
Filed April 21, 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.  Unless we note otherwise, our references to prior comments are to comments in our
February 21, 2023 letter.
Revised Preliminary Proxy Statement filed April 21, 2023
Summary Term Sheet, page x
1.You disclose on page xvi that Alternus will own approximately 64% of Clean Earth at
closing, assuming no redemptions.  You make this same disclosure elsewhere throughout
the proxy, including in the letter to Clean Earth shareholders and on pages xx, 4, 38, 42,
54 and 208.  However, based on the information included in the tables on pages 69 and 73
in your pro forma financial information it appears Alternus will own approximately 47%
of Clean Earth at closing, assuming no redemptions.  Please revise this information to
reflect the reduction in the number of shares to be issued to Alternus in the business
combination resulting from the First Amendment to the Business Combination Agreement
dated April 12, 2023 and the appropriate number and/or percentage of shares of the post-
Merger company that will be owned by Alternus at closing, assuming no redemptions.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 2
2.You disclose in the headnote to the table presented on page xii that it is intended to show
the sources and extent of potential dilution that non-redeeming shareholders' could
experience in connection with the Closing across a range of varying redemption
scenarios.  You disclose that this information excludes the founders' shares subject to
vesting and the Earn Out shares, however, those shares are included in the table.  This
comment also applies to the second table presented on page xxi.  Please revise the tables
or the related headnotes, as appropriate.
3.It appears the reference to footnote (1) to the table on page xii is a reference to the number
of Public Shares presented in the table and should be relocated to be beside that caption.
Q: May the Sponsor, the initial stockholder or the Company's directors or officers or their
affiliates purchase shares or public warrants, page xxiv
4.We note your response to prior comment 6 that your initial stockholders, directors,
officers, advisors and affiliates will not purchase public shares or public warrants in
privately negotiated transactions or in the open market prior to or following the
completion of the business combination.  However, your response is inconsistent with
your revised disclosure on pages xxv and 40.  We also note your current disclosure now
states both that the purpose of any such purchases of shares could be to vote such shares in
favor of the business combination, and that to the extent any such securities are purchased,
such public securities will not be voted.  Accordingly, we reissue the comment.  Please
provide us with your analysis as to how purchases of shares or public warrants in privately
negotiated transactions or in the open market either prior to or following the completion of
the business combination by your initial stockholders and your directors, officers, advisors
and their affiliates 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.
Simplified Pre-Business Combination Structure, page 3
5.We note your revised diagram in response to prior comment 8.  Please disclose the
ownership interests held by Clean Earth’s sponsor, directors and officers, Alternus, and
public stockholders assuming a redemption scenario such as that no public stockholders of
Clean Earth exercise their redemption rights.
Ownership of the Company following the Business Combination, page 4
6.We note your disclosure that the table on page 5 illustrates the varying ownership levels in
Clean Earth immediately following the Business Combination based on the assumptions
above.  However, the table presents the number of Class A public shares that will be
redeemed and those that will remain outstanding at each of the 25%, 50%, 75% and
maximum redemption levels rather than being based on the information in the
immediately preceding paragraphs as it does not include the shares to be issued for the
Rights or shares to be issued to Alternus.  Please revise the description of the information

 FirstName LastNameAaron T.  Ratner
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 May 8, 2023 Page 3
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
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presented in this table or revise the table, as appropriate.  Please also see related comment
below.
7.We note your revised disclosure in response to prior 9.  It appears you have removed the
table illustrating the varying ownership levels in the Company immediately following the
consummation of the business combination.  Please revise to include this table and ensure
the table reflects 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.
Opinion of Cabrillo Advisors, Inc., page 7
8.We note your response to prior comment 10 that the Opinion addresses fairness to all
shareholders as a group, and not only those shareholders unaffiliated with the sponsor or
its affiliates.  Please revise your disclosure accordingly.
Redemption Rights, page 9
9.We note your revised disclosure in response to prior comment 38 and reissue the comment
in part.  Please identify any material resulting risks.
Risk Factors
Risks Related to Alternus' Business and Industry, page 16
10.We note the audit report for Alternus Energy Group Plc includes an explanatory paragraph
related to substantial doubt about the Company’s ability to continue as a going concern.
We also note your related disclosure on page 182.  Please provide related risk factor
disclosure.
Atlernus' limited operating history may not serve as an adequate basis to judge its future
prospectus and results of operations, page 16
11.You disclose Alternus' net losses for the years ended December 31, 2021 and 2020.  Since
you have updated Alternus' financial statements to include the year ended December 31,
2022, please update this information.
Alternus' substantial indebtedness could adversely affect its business, financial condition and
results of operations, page 16
12.Please update the amount of Alternus' indebtedness to reflect the balances of such debt as
of December 31, 2022.
If Alternus fails to comply with financial and other covenants under debt arrangements..., page
26
13.You disclose that Alternus' subsidiary, Solis Bond Company, has received a temporary

 FirstName LastNameAaron T.  Ratner
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 May 8, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
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waiver of its breach of certain financial covenants, from its bond holders until May 15,
2023.  This disclosure is inconsistent with your disclosure in Note 2 on page F-38 that
Solis Bond Company received a temporary waiver related to the breach of three financial
covenants until June 30, 2023 and an amendment to the bond terms to allow for a change
of control of Solis which requires Alternus to meet certain financing and other conditions
in return for such waivers.  Please revise your disclosure about this matter and update it to
the most recent date practicable in your next amendment.
14.We note your revised disclosure in response to prior comment 14 that there is no
assurance that Solis will not breach the waiver or the financial covenants in the bond
terms again on May 15, 2023 or at some other point in the future, and should an event of
default occur under the Solis bond, Solis’ bondholders have the right to immediately
transfer ownership of Solis and all of its subsidiaries to the bondholders and proceed to
sell Solis’ assets to recoup the full amount owed to the bondholders, which is currently
€147,000,000 (approximately $149,480,800).  Please expand to discuss the risks to the
Company if the ownership of Solis and all of its subsidiaries is transferred to Solis
bondholders upon such an event of default. In addition, please discuss the material terms
of the bonds in the Liquidity and Capital Resources section on page 191, including the
financial covenants in the bond terms, as well as the terms of the waiver from the bond
holders.
Risks Related to Clean Earth and the Business Combination
The market price of Clean Earth's common stock following .. business combination could be
affected by the market price of Alternus'.. shares, page 39
15.Although you revised the number of shares of common stock to be issued at the Closing
from 55,000,000 to 27,500,000, the amount you disclose for the "Clean Earth Equivalent
Price Per Share" is unchanged.  Please revise or tell us us why no revision is required.
The Company may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous..making your warrants worthless, page 40
16.Please update the historical trading prices for your shares of common stock to a more
recent date.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold, page 42
17.We note your revised disclosure in response to comment 17 and reissue the
comment.  Please revise to disclose the amount of shares of common stock which will be
subject to resale registration rights as of the closing of the business combination.
The Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery will
be the sole and exclusive forum..., page 49
18.We note your response to prior comment 15 and your revised disclosure regarding the

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selection under your exclusive forum provision of another federal or state court situated in
the State of Delaware if the Court of Chancery lacks subject matter jurisdiction for certain
claims.  However, this does not appear to be consistent with Article XIII of your proposed
charter.  Please revise.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 65
19.Please revise your caption "Total other expense" to be Total other income (expense) to
reflect the fact that the amounts presented for Clean Earth represent other income.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 2. Basis of Presentation
Significant Acquisitions, page 68
20.You disclose that the unaudited pro forma combined condensed financial statements do
not include adjustments related to six entities acquired in 2021 which were not significant
and which management determined were not material to present.  It appears these entities
would be included in the historical financial information of Alternus for the year ended
December 31, 2022.  Please revise the disclosure or clarify the meaning of this statement.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
Transactions Accounting Adjustments
Adjustment 4. (l), page 72
21.We note your disclosure that upon the close of the Business Combination, Alternus will be
issued up to 15 million shares of Alternus Clean Energy's common stock (the "Earn Out
Shares").  Elsewhere throughout the proxy you disclose that Alternus will be issued up to
20 million Earn Out Shares at closing.  Please revise as appropriate.
22.Disclose how the initial fair value of the Earn Out Shares was determined.  Your
disclosure should include the accounting model utilized along with the relevant inputs
used at the measurement date.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
Transactions Accounting Adjustments
Adjustment 5.(e), page 73
23.The pro forma net loss attributable to Alternus Clean Energy and the basic and diluted net
loss per share for the year ended December 31, 2022 presented in footnote 5.(e) does not
agree with the amounts presented in your pro forma statement of operations.  Please
revise.
The Business Combination Proposal
Pro Forma Capitalization, page 81

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 6
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
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24.Please tell us how you derived the percentages of ownership expected to be held by your
public shareholders, your initial shareholder and Alternus, at the closing of the business
combination, assuming no redemptions, and also assuming maximum redemptions.
Please reconcile these percentages to the information presented in footnote 5. (e) to the
pro forma financial information on page 73.
Background of the Business Combination, page 89
25.We note your revised disclosure in response to prior comment 22 and reissue the comment
in part.  Please revise to clarify the projections relied upon by the Clean Earth board of
directors in its determination to enter into the business combination agreement.  In
addition, please tell us whether the projections relied upon by the fairness advisor in
rendering the fairness opinion are presented in your amended proxy statement.
26.We note your disclosure on page 119 that the projections included in the materials
provided included projected revenue through 2051, but Clean Earth believes that the
projections through 2025 represents the key period of such projections and accordingly
has only included the projections for such period.  With a view toward disclosure, please
tell us the following information:

•why Clean Earth believes that the projections through 2025 represent the key period
of such projections;
•whether the Clean Earth board of directors relied on the projections beyond such
period in its determination to enter into the business combination agreement or the
amendment to such agreement; and
•whether the fairness advisor relied upon the projections beyond such period in
rendering its fairness opinion.

We may have additional comments.
27.We note your response to prior comment 24.  We also note your revised disclosure on
page 106 stating that on April 18, 2023, Clean Earth entered into a Committed Capital On
Demand agreement (the “CCOD Agreement”) with Jones Group Ventures LLC (“Jones”),
and that the size of the CCOD will be mutually agreed upon by Clean Earth and Jones at a
later date.  Please revise your disclosure to describe the material terms of the CCOD
Agreement.
28.We note your disclosure on page 105 that during the first quarter of 2023, Clean Earth
management and Alternus management reviewed project development, acquisition and
investment strategies, which led the parties to reevaluate Alternus’ valuation for purposes
of the Business Combinatio