SecProbe.io

CORRESP
1
filename1.htm

July 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 June 26, 2023

File No. 001-41306

Dear Ladies and Gentlemen:

On behalf of our client, Clean Earth Acquisitions Corp. (the “Company”),
we submit this letter setting forth the response 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 July 17, 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 revised proxy statement filed via EDGAR concurrently with this letter.

Revised Preliminary Proxy Statement on Schedule 14A filed June 26,
2023

Summary Term Sheet, page x

 1. The amounts shown in the table as sources of funds for the business combination do not sum to the total shown for that column.
Please revise as appropriate.

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

 2. Revise your description of the Non-redemption Incentive offered to non-redeeming shareholders at the time of the business combination
in the tables on page xii and xxi to disclose the following information:

 · That the Non-redemption Incentive provides for the issuance of 0.5 shares for each 1 share not redeemed up to a maximum value of
$50,000,000 of shares not redeemed or a maximum of 2,500,000 new shares for 5,000,000 shares not redeemed; and

 · How the number of public shares assumed to be outstanding under each of your offering scenarios was determined along with the number
of shares assumed to be issued in connection with the Non-redemption Incentive under each offering scenario.

You disclose on page 115 that under the
Non-redemption Incentive Program you will issue one new Clean Earth share for every two shares not redeemed, up to 2,500,000 new
shares issued (5,000,000 shares not redeemed). Revise your disclosures about the Nonredemption Incentive throughout your filing for
accuracy and consistency.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages xii, xxii, 115, 116 and 117
of the revised proxy statement.

Questions and Answers for Stockholders of Clean Earth

How will the business combination impact the shares of the Company
outstanding after the business combination, page xix

 3. You disclose that immediately after the business combination and the consummation of the Transactions contemplated in your
                                                          proxy statement, including the shares of common stock issuable on automatic conversion of the rights, the amount of common stock
                                                          issued and outstanding will increase to 44,204,230 shares of common stock. However, this number of common shares does not appear to include a reduction for the 2,555,556 shares held by your Sponsor that become subject to vesting on closing of the business combination or the addition of the 2,300,000 shares issuable on the automatic conversion of the rights and any shares that may be issued pursuant to your Non-redemption Incentive. Please tell us how you determined the increase to 44,204,230 shares of common stock and revise your disclosure as appropriate.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on page xx of the revised
proxy statement and reflected 46,448,674 common stock issued and outstanding, calculated as follows.

    Scenario 1
    Scenario 2

    Assuming No
    Assuming Maximum

    Redemptions for Cash
    Redemptions for Cash

    Shares
    Shares

    Historical CEAC Class A common stock
      890,000
      890,000

    Historical CEAC Class B common stock converted in CEAC Class A common stock
      7,666,667
      7,666,667

    Founder shares held by the Sponsor which will be unvested and will vest on meeting certain share price targets or on the occurrence of certain events
      (2,555,556 )
      (2,555,556 )

    Alternus Clean Energy, Inc. Class A common stock owned by Sponsors
      6,001,111
      6,001,111

    Class A common stock subject to possible redemption
      23,000,000
      23,000,000

    Special meeting redemptions
      (14,852,437 )
      (14,852,437 )

    Shares issuable to stockholders in connection with the Non-redemption Incentive
      2,500,000
      1,671,930

    Shares issuable on automatic conversion of Rights on Closing
      2,300,000
      2,300,000

    Shares redeemable under maximum redemptions scenario
      -
      (4,803,704 )

    Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
      12,947,563
      7,315,789

    Issuance of Alternus Clean Energy, Inc. Class A common stock to Alternus stockholders in connection with Business Combination
      27,500,000
      27,500,000

    Total common stock issued and outstanding immediately after the business combination and the consummation of the Transactions
      46,448,674
      40,816,900

    2

Ownership of the Company following
the Business Combination, page 5

 4. Please tell us how the number of public shares assumed to be outstanding under the maximum redemption scenario here, and on
                                                          pages xi, xii and xxi, was determined. You disclose on pages xi and xii that 3,343,859 shares of Class A common stock
                                                          are assumed to be redeemed under your assuming maximum redemptions column. However, you disclose in the pro forma financial
                                                          information on pages 64, 76 and 79 that 4,803,704 shares of Class A common stock are assumed to be redeemed under the
                                                          Maximum redemptions scenario. You disclose on pages 5, 77, 82 and 246, that 7,315,789 shares are assumed to be redeemed under
                                                          the Assuming Maximum Redemptions Scenario. Please revise the disclosure as appropriate throughout your proxy statement so that the
                                                          number of Class A shares that will be redeemed under the maximum redemption scenario is presented accurately and consistently.
                                                          Provide your calculations of the number of shares to be redeemed and those outstanding post redemption under the maximum redemptions
                                                          scenario in your response.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes throughout the proxy statement,
including pages xi, xii and 246 to reflect that 4,803,704 shares of Class A common stock are assumed to be redeemed under the
Maximum redemption scenario. The 7,315,789 shares disclosed on pages 5, 77, 82 represent the number of Class A common stock
owned by public stockholders under the Maximum Redemptions Scenario and outstanding immediately following the consummation of the business
combination. See below for a calculation of the number of shares to be redeemed and those outstanding post redemption under the maximum
redemption scenario:

    Scenario 1
    Scenario 2

    Assuming No
    Assuming Maximum

    Redemptions for Cash
    Redemptions for Cash

    Shares
    Shares

    Class A common stock subject to possible redemption
      23,000,000
      23,000,000

    Special meeting redemptions
      (14,852,437 )
      (14,852,437 )

    Shares issuable to stockholders in connection with the Non-redemption Incentive
      2,500,000
      1,671,930

    Shares issuable on automatic conversion of Rights on Closing
      2,300,000
      2,300,000

    Shares redeemable under maximum redemptions scenario
      -
      (4,803,704 )

    Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
      12,947,563
      7,315,789

Redemption Rights, page 9

 5. We note your reference in
this section and in your risk factor disclosure on page 50 to $237,995,676 in the trust account. Please update such information to
reflect the payments made to redeem shares of your Class A common stock in connection with your special meeting in May 2023.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change throughout the revised proxy statement, including on pages xxvii, 9, 10 50, 88, 146, 165 and 167
of the revised proxy statement.

    3

Risk Factors

Our stockholders will experience immediate dilution as a consequence
of the issuance of common stock ... in the business combination..., page 43

 6. Tell us how the number of shares that will be held by the initial shareholder and the public shareholders assuming no redemptions
and assuming Max redemptions were derived. Provide your calculations in your response.

Company
Response. The Company acknowledges the Staff’s comment. Please see the table below with the calculations of the number
of shares that will be held by the initial shareholder and the public shareholders assuming no redemptions and assuming maximum redemptions.

    Scenario 1
    Scenario 2

    Assuming No
    Assuming Maximum

    Redemptions for Cash
    Redemptions for Cash

    Shares
    Shares

    Historical CEAC Class A common stock
      890,000
      890,000

    Historical CEAC Class B common stock converted in CEAC Class A common stock
      7,666,667
      7,666,667

    Founder shares held by the Sponsor which will be unvested and will vest on meeting certain share price targets or on the occurrence of certain events
      (2,555,556 )
      (2,555,556 )

    Alternus Clean Energy, Inc. Class A common stock owned by Sponsors
      6,001,111
      6,001,111

    Class A common stock subject to possible redemption
      23,000,000
      23,000,000

    Special meeting redemptions
      (14,852,437 )
      (14,852,437 )

    Shares issuable to stockholders in connection with the Non-redemption Incentive
      2,500,000
      1,671,930

    Shares issuable on automatic conversion of Rights on Closing
      2,300,000
      2,300,000

    Shares redeemable under maximum redemptions scenario
      -
      (4,803,704 )

    Alternus Clean Energy, Inc. Class A common stock owned by public stockholders
      12,947,563
      7,315,789

     Alternus Clean Energy, Inc.
    Class A common stock owned by Sponsors and public stockholders
      18,948,674
      13,316,900

Unaudited Pro Forma Condensed Combined
Financial Information, page 64

 7. The unaudited pro forma condensed combined financial statements reflect
a refinancing of the Solis' bonds in full. The Green bonds (Solis' bonds) are classified within current liabilities in Alternus' balance
sheet as of March 31, 2023 since you agreed to repay the Solis bonds in full by September 30, 2023 as a condition to waive
your violation of all three covenants to September 30, 2023. Disclose how you met the criteria in ASC 450- 10-45-14 through 45-21
to reclassify this debt as a long-term liability in your pro forma financial statements. If you have entered into an agreement to refinance
the Solis' bonds, disclose the material terms of the new debt agreement. Alternatively, if you have not met the criteria in ASC 450-10-45
to reclassify this debt as a long-term liability, revise your pro forma balance sheet to reflect such debt as a current liability.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on page 67 of the revised
proxy statement and reflected the Solis bonds  as a current liability in the pro forma balance sheet.

    4

 8. Revise your disclosure on page 64 and in Note 2 on page 76 to disclose that you have included the 2,300,000 shares that
will be issued for the automatic conversion of the Rights on consummation of the business combination in your pro forma shares outstanding
under both the Assuming No Redemptions and Assuming Maximum Redemptions scenarios. Please also revise your disclosure in Note 5.g) to
disclose the number of shares that are included in the calculation of earnings per share for the Nonredemption Incentive Program under
the Assuming No Redemptions and Assuming Maximum Redemptions scenarios.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested changes on pages 64, 65, 76 and 77 Note
5.g) of the revised proxy statement.

Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements
of Operations Transaction Accounting Adjustments, page 81

 9. We note you made adjustments in your pro forma statements of operations for the year ended December 31, 2022 and also for
the quarter ended March 31, 2023, to record nonrecurring transaction closing costs and non-recurring transaction costs which have
not yet been paid, as described in Notes 5.b) and 5.c). It appears these adjustments are duplicate entries and that the adjustments should
only be reflected in the earliest period presented, i.e. in the year ended December 31, 2022. Please revise or explain to us why
you believe no revision is necessary.

Company
Response. The Company acknowledges the Staff’s comment and has removed nonrecurring transaction closing costs and non-recurring
transaction costs from the pro forma statements of operations for the quarter ended March 31, 2023 as these adjustments are duplicate
entries.

Projected Financial Information, page 137

 10. We note your disclosure on page 130 that at the time of the original Business Combination Agreement (“BCA”) dated
as of October 12, 2022, and the First Amendment to the BCA (“Amendment”) dated as of April 12, 2023, the Board primarily
considered the near-term projections (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) as a material input to determine the
valuation of Alternus, and that the Board concurrently considered current market conditions and peer market multiples as material variables
in the valuation of Alternus, particularly as support for the Amendment, as valuation using market multiples had generally decreased due
to less favorable macro-economic conditions from October 2022 to April 2023. Please revise to disclose the peer market multiples
the Board considered in the valuation of Alternus.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on pages 144 through 147 of the revised
proxy statement.

    5

 11. We note your revised disclosure in response to prior comment 15 and reissue the comment in part. Please disclose whether the projected
financial information assumes the divestment of assets or consummation of other material terms of the Solis bond waiver agreements.

Company
Response. The Company acknowledges the Staff’s comment and has made the requested change on page 131 of the revised
proxy statement.

 12. We note your disclosure on page 131 that the Board’s general validation and comfort level of financial projections from
2026 to 2051 included, in part, Alternus using conservative assumptions (e.g., no growth assumed beyond 2030 — instead conservatively
holding existing capacity flat from owned and operated projects from 2031 to 2051, and key, forecast assumptions supported by data from
independent third parties (by year, geography, and MW produc