SecProbe.io

United States securities and exchange commission logo
October 27, 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 October 6, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A
Q: What happens if the business combination is approved..., page xxii
1.We note your disclosure on page 225 that, in October 2023, the Company approved the
issuance by one of its US subsidiaries of secured debt in the principal amount of
$3,150,000 for an original purchase price of $2,205,000 and a maturity date of no later
than June 30, 2024, and the holder of the note has also been granted the right to receive
warrants, conditional upon, and only issued at, the close of the business combination to
purchase up to (i) 100,000 shares of common stock of Clean Earth Acquisitions Corp. at
an exercise price of $11.50 per share and having a 5-year term, and (ii) 300,000 shares of
common stock of Clean Earth Acquisitions Corp. at an exercise price of $0.01 per share
and having a 3-year term.  Please revise your table presenting possible sources of dilution
to reflect the dilutive impact of these warrants.  Also revise your risk factor on page 43
relating to the dilutive impact of outstanding warrants to include these warrants.
Risk Factors, page 29
2.We note your disclosures on page 29 regarding the potential extension of the temporary

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 October 27, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
October 27, 2023
Page 2
waiver of covenant violations of your Solis Bonds and related extension of the repayment
date of such bonds to December 16, 2023.  Since the October 16, 2023 date by which you
expected the bondholders to vote on the extension has now past, please update the status
of the Solis Bond Extension to reflect the current status of the waiver here and throughout
your Proxy.
Conflicts of Interest, page 180
3.We note your disclosure on page 180 that, in March 2023, a wholly owned subsidiary of
Alternus approved the issuance of a convertible promissory note to an advisor to the
Company’s Board, reflecting $922 thousand of secured convertible debt in three tranches
of $271 thousand, $271 thousand and $380 thousand and carrying a 14% annual interest
rate.  Please revise to disclose the maturity date for this note and the principal amount
currently outstanding under the note.
Clean Earth’s Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 183
4.Please revise to also disclose the material terms of the revised Business Combination
Ageeement.
Special Note Regarding Forward-Looking Statements, page 183
5.We note your disclosure that certain statements are forward-looking statements within the
meaning of Section 27A of the Securities Act, as amended, and Section 21E of the
Exchange Act, as amended. Please revise to include language acknowledging the legal
uncertainty of the availability of the safe harbor in the context of a SPAC business
combination.
Financial Statements
Unaudited Financial Statements of Clean Earth Acquisitions Corp. for the Quarter Ended June
30, 2023
Note 4. Related Party Transactions
Unvested Founder Shares, page F-18
6.You disclose on pages F-18 and F-41 that pursuant to the letter agreement, a total of
2,167,000 Founder Shares will be considered newly unvested shares upon completion of
the Business Combination.  We note that elsewhere throughout the filing including on
pages xii, xv, xx, xxii, xxiii, 5, 11, 40, 45, 79, 80, 179, 257, 259 and 260, you disclose that
a total of 2,555,556 Founder Shares will be unvested.  Please revise as appropriate or
explain to us why no revision is required.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 October 27, 2023 Page 3
 FirstName LastName
Aaron T.  Ratner
Clean Earth Acquisitions Corp.
October 27, 2023
Page 3
Unaudited Financial Statements of Alternus Energy Group PLC for the Quarter Ended June 30,
2023
Note 2. Going Concern and Management's Plan, page F-98
7.In the second paragraph of Note 2 you disclose that you had accumulated shareholders’
equity/(deficit) of ($28.4) million as of June 30, 2023 and ($20.8) Million at December
31, 2022.  However, your accumulated deficit was ($82.2) million as of June 30, 2023 and
($72.0) million as of December 31, 2022.  The amounts you disclose appear to represent
your total shareholders’ equity (deficit) rather than your accumulated deficit.  Please
revise as appropriate.
Note 13. Green Bonds, Convertible and Non-convertible Promissory Notes, page F-113
8.Please revise your five-year debt maturities schedule to reflect the fact that the Green
Bonds are expected to be repaid during the remainder of 2023.  Also revise the amount of
gross debt in this maturity schedule to agree with the amount of total debt at June 30,
2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Sondra Snyder at 202-551-3332 or Gus Rodriguez at 202-551-3752 if you
have questions regarding comments on the financial statements and related matters. Please
contact Irene Barberena-Meissner at 202-551-6548 or Laura Nicholson at 202-551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben Smolij, Esq.