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June 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 May 15, 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.
Revised Preliminary Proxy Statement on Schedule 14A filed May 15, 2023
Summary Term Sheet, page x
1.We note your revisions to the headnotes on pages xii and xxi.  In appears you should
further revise these headnotes to clarify that the 2,555,556 Founder shares subject to
vesting at Closing and the 20,000,000 Earnout shares have been included assuming such
shares fully vest.
Questions and Answers for Stockholders of Clean Earth
Q: What happens if the Business Combination Proposal is not approved or it otherwise not
consummated?, page xxiv
2.We note you filed a DEF14A on May 10, 2023, as amended on May 17, 2023 and May
22, 2023, to hold a meeting on May 25, 2023 asking your shareholders to vote to approve
a proposal to amend your second amended and restated certificate of incorporation to
revise the terms for extending the time period to complete a business combination for an

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extra six months after May 28, 2023 and to revise the payments your Sponsor would need
to make in connection with any such extension.  You also state that to compensate your
shareholders for their patience and support and to incentivize shareholders to not redeem
their shares, you anticipate awarding 0.5 newco shares per 1.0 CLIN share not redeemed,
up to $50 million in total, to shareholders who do not redeem their shares.  Please revise
and update your disclosures throughout the proxy, including on pages xv, xvi, 10, 37, 39,
142, 143, 144, 145, 152, 159 and 217 to reflect these new developments as appropriate.
Q: Did the board of directors obtain a third-party fairness opinion in determining whether or not
to proceed with the business combination?, page xxv
3.Please revise this section to state, if true, that the fairness opinion spoke only as of the date
of the opinion, and does not take into account subsequent developments, including the
April 2023 updates to the financial projections delivered to Clean Earth, or the amended
terms of the merger agreement.  Also include such disclosure in your Summary of the
Proxy Statement section under “Opinion of Cabrillo Advisors, Inc.”
Ownership of the Company following the Business Combination, page 4
4.We note you revised the table on page 4 in response to comment 6.  However, it appears
the revised table includes shares that will not be outstanding immediately following the
consummation of the business combination based on the assumptions in the paragraph
above the table.  Specifically, the table includes the Earnout shares, the Founder shares
that become subject to vesting on closing, the shares underlying the public warrants and
the shares underlying the private warrants which will not be outstanding immediately
following closing.  The table also presents columns that assume no redemption and
redemption of 25%, 50%, 75% of the public shares along with the maximum redemptions
of public shares that can occur before the business combination is terminated.  Please
revise the table and/or the description as appropriate.
Redemption Rights, page 9
5.Please revise your disclosure to clarify whether the aggregate value of the warrants to be
disclosed represents the value of the warrants retained by redeeming stockholders
assuming maximum redemptions.
Risk Factors
Any reductions or modifications to, or the elimination of, governmental incentives or policies
that support solar energy..., page 22
6.We note your disclosure that you depend heavily on government policies that support
utility scale renewable energy and enhance the economic feasibility of developing and
operating solar energy projects in regions in which you operate or plan to develop and
operate renewable energy facilities.  Please revise to update this risk factor if
modifications to such government policies have had a material impact on Alternus, and to

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describe such impact.  For example, we note in your response letter your reference to the
imposition of energy price caps in Poland.
If Alternus fails to comply with financial and other covenants under debt arrangements..., page
26
7.We note the disclosure added on page 26 in response to comment 13.  However, the
waiver agreement described in Note 13 on page F-51 included certain additional
conditions with respect to raising additional funds through the issuance of €14 million in
the form of equity or a subordinated loan by May 15, 2023, or if no firm term sheet was in
place by April 21, 2023 by conducting a Norwegian equity offering.  Alternatively, Solis
had the option to divest a minimum of €50 million of assets by April 21, 2023, with sales
proceeds to be used for a partial redemption of the bonds (at a redemption call price of
105% until June 30, 2023 and 107.5% thereafter), along with certain other incentives to be
provided to the bondholders no later than April 30, 2023.  You also added disclosure on
pages 191 and 192 which states that Solis shall divest a minimum of €50 million of assets
and use the proceeds for a partial redemption of the bonds at the prices noted above and
indicates that the bondholders have received some of the incentives contemplated in the
waiver agreement.  Lastly, we note you issued a press release on May 17, 2023 regarding
negotiations with Solis' bondholders to extend the waiver agreement to September 30,
2023 which appears to be subject to approval by written resolution of the bondholders and
which includes certain additional conditions for such an extension.  Please revise your
disclosure for clarity and consistency regarding the status and terms of the waiver
agreement in force as of the most recent date practicable.  Disclose whether, and if
so, how all conditions of that waiver agreement have been met by Alternus and Solis.  The
terms of any proposed extension of the waiver agreement should be disclosed as well and
should include appropriate cautionary language that clearly conveys to investors that such
an extension may not be approved by the bondholders, unless the extension of the waiver
agreement has already been approved.
8.We note your revised disclosure in response to prior comment 14 that if the ownership of
Solis and all of its subsidiaries were to be transferred to the Solis bondholders in
connection with an event of default under the Solis bond, the majority of Alternus’
operating assets and related revenues and EBIDTA would be eliminated.  Please
consider including a stand-alone risk factor discussing this risk.  Please also disclose this
risk in your Summary of Risk Factors.
Unaudited Pro Forma Condensed Combined Financial Information, page 61
9.Please revise your pro forma financial statements to reflect the impact of the actual or
planned issuance of additional equity or subordinated debt, or alternatively, the actual or
planned divestiture of assets and the related use of proceeds to partially repay the Solis'
bonds, since at least one of these actions appears to be required in order to comply with
the conditions of the waiver agreements related to such bonds.

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10.Please revise your pro forma financial information to reflect the additional funds you
expect your Sponsor to deposit into the trust account in connection with any extension(s)
of the time period to complete your business combination.
11.You anticipate awarding an additional 0.5 shares per 1.0 CLIN share not redeemed, to
incentivize your shareholders not to redeem up to $50 million.  Please revise your pro
forma financial information to reflect the issuance of these shares assuming no
redemptions and assuming maximum redemptions.  Please also revise your other
disclosures with respect to shares expected to be outstanding after the offering and
potentially dilutive shares throughout the filing to reflect the issuance of these shares
under each of your various offering scenarios.
Background of the Business Combination, page 90
12.We note that Citigroup Global Markets Inc. was an underwriter for the initial public
offering of the SPAC.  Please tell us, with a view to disclosure, whether you have received
notice, or any other indication, from Citigroup Global Markets Inc. or any other firm
engaged in connection with your initial public offering that it will cease involvement in
your transaction and how that may impact your deal or the deferred underwriting
compensation owed for the SPAC’s initial public offering.  In that regard, we note your
disclosure that Citigroup Global Markets Inc. agreed to forfeit the deferred commission
that was to be paid to Citigroup upon the consummation of the initial business
combination.
Projected Financial Information, page 115
13.We note your revised disclosure in response to comment 25 that the projections through
2025 represent the key period of such projections because the Clean Earth Board
considered the 2022-2025 projections as part of its process in order to determine the
valuation of Alternus.  Please clarify whether the Clean Earth board of directors relied on
projections beyond such period in its determination to enter into the business combination
agreement or the amendment to such agreement.
14.We note your response to prior comment 28 that the revised projections that served as the
basis for the revised valuation are the projections included in the prospectus.  Please also
include in the proxy statement the projections and material assumptions relied upon by the
Clean Earth board of directors in its determination to enter into the business combination
agreement, and relied upon by the fairness advisor in rendering the fairness opinion.
Supplement this disclosure by also explaining the material differences between these
projections and the revised projections, such as the different assumptions used. With
respect to the extended projections through December 31, 2051 reviewed by the fairness
advisor in order to prepare a Discounted Cash Flow Analysis as part of its process for
rendering its fairness opinion, please tell us your basis for not disclosing such projections
and the material assumptions and limitations underlying such projections. For example,
please provide your analysis as to whether such projections are material. In that regard, we

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note your response that Cabrillo Advisors reviewed Alternus' projections from 2022-2025
as well as Alternus' extended projections through December 31, 2051 in order to prepare a
Discounted Cash Flow Analysis as part of its process for rendering its fairness opinion,
and as such, relied on such projections among other inputs.
15.Please disclose whether the projected financial information assumes the divestment of
assets or consummation of other material terms of the Solis bond waiver agreements.  In
addition, please disclose whether the board of directors considered such bond waiver
terms, including their impact on liquidity and the projections, in recommending that the
Clean Earth stockholders approve the business combination.
Liquidity Position, page 191
16.We note your response to prior comment 14, and reissue such comment in part.  In that
regard, we note your disclosure that as of December 31, 2022, Solis Bond Company DAC
(Solis), was in breach of the three financial covenants under Solis’ Bond terms.  Please
disclose all material terms of such Solis bonds, including the terms of such three financial
covenants.
Financial Statements
General, page F-1
17.Please update the financial statements of Clean Earth Acquisition Corp. and Alternus
Energy Group PLC, the unaudited pro forma financial information and other financial
information.  Refer to Item 8-08 of Regulation S-X.
Alternus Energy Group Public Limited Company and Subsidiaries
Consolidated Statement of Operations and Comprehensive Income/(Loss) for the Years Ended
December 31, 2022 and 2021, page F-28
18.We considered your response to comment 34.  It appears that incurring development costs
and making decisions regarding whether to proceed with the development and/or
acquisition of the related projects or whether to write-off of development costs related to a
particular project or projects for economic or other reasons are activities that are part of
your ongoing operations as an independent power producer.  As such, we continue to
believe that the write-off of development costs represents normal operating costs
associated with your business.  Please revise to reclassify these costs to be presented
within operating income.
Note 3. Summary of Significant Accounting Policies
Development Cost, page F-43
19.In your response to comment 35 you stated that the Polish government enacted emergency
legislation that imposed a price cap on energy which reduced the expected value of the
energy projects and you decided to abandon these projects.  In Note 18 you disclose that
approximately $11.9 million of the $23.9 million in development costs written-off in 2022

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related to Project 1 located in Poland.  Project 2 appears to be located in Italy and Project
3 appears to be located in Spain.  As previously requested, disclose the material
government actions, laws, policies or budgetary constraints that led to the development
cost write-off of the other $12 million in 2022.
Unaudited Interim Financial Statements of LJG Green Source Energy Beta SRL, page F-96
20.We note you revised your unaudited statements of operations, retained earnings and cash
flows as requested in comment 36.  However, we note you also revised your balance sheet
for the interim period ended March 31, 2021 to be compared to the prior year interim
period ended March 31, 2020.  Revise to include an unaudited interim balance sheet for
the interim period ended March 31, 2021 compared to a balance sheet for the prior year
ended December 31, 2020.  Refer to Item 8-03 of Regulation S-X.
Unaudited Interim Financial Statements for the SIG 24 Portfolio, page F-124
21.Please revise to include an unaudited interim balance sheet for the interim period ended
September 30, 2021 compared to a balance sheet for the prior year ended December 31,
2020.  Refer to Item 8-03 of Regulation S-X.

Unaudited Interim Financial Statements of Solarpark Samas Sp. Z.O.O., page F-150
22.We note you revised your unaudited statements of operations, retained earnings and cash
f