SecProbe.io

CORRESP
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filename1.htm

May 15, 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.

Revised
Preliminary Proxy Statement on Schedule 14A

Filed April 21, 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 May 8, 2023 (the
 “Comment Letter”) with respect to the Company’s revised 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.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change in the letter to the
shareholders and on pages xx, 4, 41 and 54 of the revised proxy statement, and removed corresponding references to “controlled
company status”.

 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change by revising the headnotes
on page xii and page xxii of the revised proxy statement.

 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.

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

Questions
and Answers for Stockholders of Clean Earth

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.

Company
Response. The Company acknowledges the Staff’s comment and has made further revisions to the disclosure on page xxiv and page 40 of the revised proxy statement.

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.

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

Ownership of the Company following the Business Combination,
page 4

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 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 presented in this table or revise the table, as appropriate. Please
also see related comment below.

Company
Response. The Company acknowledges the Staff’s comment and has revised the table on page 5 of the revised proxy
statement.

 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.

Company
Response. The Company acknowledges the Staff’s comment and has reincorporated this table, along with the requested edits,
on page 5 of the revised proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 7, page 109
and page 111 of the revised proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 10 of the revised
proxy statement.

Risk Factors

Risks Related to Alternus’ Business and Industry, page 16

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 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 of the revised
proxy statement.

Alternus’ 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 of the revised
proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 16 and page 17 of
the revised proxy statement.

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 temporarywaiver 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.

Company
Response.  The Company acknowledges the Staff’s comment and has made the requested change on page 26 of the revised
proxy statement.

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 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 26 and page 192
of the revised proxy statement.

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 why no revision is required.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 39 of the revised
proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 40 of the revised
proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 42 of the revised
proxy statement.

The Proposed Charter will provide, subject to limited exceptions,
that the Court of Chancery will be the sole and exclusive forum..., page 49

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 18. We note your response to prior comment 15 and your revised disclosure regarding the 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 49 of the revised
proxy statement.

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 66 of the revised
proxy statement.

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.

Company
Response.  The Company acknowledges the Staff’s comment and has made the requested change on page 69 of the revised
proxy 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 72 of the revised
proxy statement.

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 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 72 of the revised
proxy statement.

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