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June 26, 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 May 15, 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 responses of the Company to the comments provided by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in its comment letter dated June 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 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.

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

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 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, 38, 40, 142, 143, 144, 145, 152,
                                            159 and 217 to reflect these new developments as appropriate.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes throughout, including on
pages iii, xv, 11, 38, 40, 64, 76, 79, 115, 160, 171 of the revised proxy statement.

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.”

Company
Response. The Company acknowledges the Staff's comment and has made the requested change on pages xxv, 8, and 119 of the revised
proxy statement.

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.

Company
Response. The Company acknowledges the Staff's comment and has made further revisions to the disclosure on page 5 of
the revised proxy statement.

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.

    2

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

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 todescribe such impact.
                                            For example, we note in your response letter your reference to the imposition of energy price
                                            caps in Poland.

Company
Response. The Company acknowledges the Staff’s comment and has revised the risk factor on page 24 of the revised
proxy statement.

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.

    3

Company
Response. The Company acknowledges the Staff’s comment and has made the requested edits, on pages 28, 118, 214,
F-59, F-60, F-75, F-84, F-96, F-111, F-115 and F-116 of the revised proxy statement.

 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change by adding an additional stand-alone
risk factor on  page 28 of the revised proxy statement and referencing that risk factor in the Summary of Risk Factors on page 14 of the revised proxy statement.

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.

Company
Response. The Company acknowledges the Staff's comment. The extension of
the Solis bond waiver to September 30th has made these actions no longer required. By no later than September 30th the Solis Bonds
must be repaid in full, either through a sale or refinancing, or a combination of the two. Therefore, the pro forma financial
statements reflect a refinancing of the Solis assets in full.

 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.

Company
Response.  The Company acknowledges the Staff’s comment and has made the requested change on page 74
of the revised proxy statement.

 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.

Company
Response. The Company acknowledges the Staff’s comment and has made the
requested change on pages 64, 76, and 79 of the revised proxy statement.

    4

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.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 115 of the revised
proxy statement.

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