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April 20, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy & Transportation

 Re: Clean Earth Acquisitions Corp.

Preliminary Proxy Statement on Schedule 14A

Filed January 23, 2023

File No. 001-41306

Dear Ladies and Gentlemen:

On behalf of our client, Clean Earth Acquisition Corp. (the “Company”),
we submit this letter setting forth the response of the Company to the comment provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated February 21, 2023
(the “Comment Letter”) with respect to the Company’s preliminary proxy statement on Schedule 14A (the
 “Proxy Statement”).

For your convenience, we have reproduced below in italics the text
of the Comment Letter, followed by the Company’s response. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Proxy Statement.

Preliminary Proxy Statement filed January 23, 2023

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on the cover page and
also pages xvi, 38, 39, and 208 of the proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page x and page 34.

 3. Please revise your table
                                            presenting possible sources of dilution to include a presentation reflecting the dilutive
                                            impact of the Earn Out Shares.

Company
Response. The Company acknowledges the Staff's comment and has made the requested change.

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.

Company
Response. The Company acknowledges the Staff's comment and has made the requested change on page xix to state that it includes shares issuable upon
exercise of any warrants following the Closing and assuming no redemptions.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page xx.

Q: May the Sponsor, the initial stockholder or the
Company’s directors or officers or their affiliates purchase shares or public warrants? page xxiv

    2

 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.

Company
Response. The Company acknowledges the Staff's comment. Our 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. In response to the Staff’s comment, the Company has revised the
disclosure on pages xxiv & 39  of the amended proxy statement.

Structure of the Business Combination, page 2

 7. Please disclose in this section the material terms of the business combination agreement relating to vesting of the Earnout Shares.

Company
Response. The Company acknowledges the Staff’s comment and has disclosed the material terms of the business combination
agreement relating to the vesting of the Earnout Shares on page 2 of the amended proxy statement.

    3

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 3 of the amended
proxy statement.

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.

Company
Response. The Company acknowledges the Staff's comment and has made the requested change to include the founder shares which become subject to vesting
on the closing of the business combination. The 2,300,000 shares which will be issuable on conversion of the Rights are included in the
Public Shares in the table.

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.

Company
Response. The Company acknowledges the Staff's comment. The Opinion addresses fairness to all shareholders as a group,
and not only those shareholders unaffiliated with the sponsor or its affiliates. The Registrant has revised the disclosure on
page 108 to clarify the Company’s efforts with respect to seeking an opinion in connection with the Transaction.

    4

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.

Company
Response. The Company acknowledges the Staff's comment and has addressed the comment by adding more disclosure to the introduction to Alternus'
Risk Factors on page 16 of the amended proxy statement.

 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.

Company
Response. The Company acknowledges the Staff's comment on the financial statements for the nine-month period ended September
30, 2022. The September 30, 2022, financial statements have been replaced with the December 31, 2022 audited financials. The Company
would like the Staff to note that as of December 31, 2022, only one customer represents more than 30% of the revenues and the one customer
reported is a government owned entity in the respective country. The Company's customers are government owned entities in the respective
countries and large private companies with BB or better credit ratings. The Company also performs business with the major customers on
a regular basis. Therefore, the Company does not deem any risk related to collectability of the revenues from the customers and doesn’t
deem necessary to add additional risk factor to the disclosure. The Company’s risk section broadly covers all the aspects of risks
around customers.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested revisions and clarifications on page 21
of the amended proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 26 of the amended
proxy statement. For further clarification, bondholder consent was never a condition to closing the business combination.  Additionally,
and notwithstanding the previous statement, because we have now received such consent from the bondholders, this is no longer a risk.
Therefore, we have deleted the statement that Solis Bond Terms require consent from the bondholders.

    5

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 49 of the
amended proxy statement. We have also added the following risk factor to address the impact of this on shareholders:

“The Proposed Charter will provide, subject to
limited exceptions, that the Court of Chancery will be the sole and exclusive forum for certain shareholder litigation matters, which
could limit the Combined Entity’s shareholders’ ability to obtain a chosen judicial forum for disputes with the Combined Company
or its directors, officers, employees or stockholders.

The Proposed Charter will require, to the fullest extent
permitted by law, that derivative actions brought in the Combined Company’s name, actions against directors, officers and employees
for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery or, if that court lacks subject matter
jurisdiction, another federal or state court situated in the State of Delaware. Any person or entity purchasing or otherwise acquiring
any interest in shares of the Combined Company’s capital stock shall be deemed to have notice of and consented to the forum provisions
in the Proposed Charter. In addition, the Proposed Charter and amended and restated bylaws will provide that the federal district courts
of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities
Act and the Exchange Act. While the exclusive forum provision does not restrict the ability of shareholders to bring claims under t