SecProbe.io

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 April 16, 2025

Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
17 State Street, Suite 4000
New York City, New York, 10004

 Re: Alternus Clean Energy, Inc.
 Amendment No. 1 to Preliminary Information Statement on Schedule 14C
 Filed April 3, 2025
 File No. 001-41306
Dear Vincent Browne:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
cc: Ross David Carmel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
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 April 03, 2025

 Via EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Claudia Rios, Staff Attorney and Irene Barberena-Meissner, Staff Attorney, Division of Corporation Finance, Office of Energy
& Transportation

 Re: Alternus Clean Energy, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed February 7, 2025
 File No. 001-41306

 Dear Ladies and Gentlemen:

 On behalf of our client, Alternus Clean Energy,
Inc. (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 February 21, 2025 (the " Comment Letter ") with respect to the Company's Preliminary
Information Statement on Schedule 14C (the " Information 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 Information Statement.

 Preliminary Information Statement filed February 7, 2025

 General

 1. Please
tell us the basis for your belief that an information statement on Schedule 14C is the appropriate schedule to be filed. Your beneficial
ownership table on page 14 indicates that Alternus Energy Group Plc is your only shareholder holding more than 5% of your outstanding
common stock. Based on 9,399,075 shares of common stock you had outstanding as of January 24, 2025, Alternus Energy Group Plc holds 24%
of your outstanding common stock. Therefore, it appears that some of your consenting shareholders hold less than 5% of your outstanding
common stock. Based on your disclosure, you may have engaged in a solicitation in order to obtain these consents. In your response letter,
please describe each consenting shareholder's relationship to the company as well as the sequence of events through which the consents
of these shareholders were obtained and provide your analysis as to whether such activities constitute a solicitation, as defined in Exchange
Act Rule 14a-1(l). Also, tell us who inquired about the voting intentions of the shareholders that consented to these actions. Alternatively,
file preliminary proxy statement on Schedule 14A.

 Company Response. The Company acknowledges
the Staff's comment and has made the requested revised disclosure to our beneficial ownership table on page 14 of the Information
Statement, clarifying and stating that the Company and its primary shareholders, which include Alternus Energy Group Plc (the " Parent ")
and Mr. Vincent Browne collectively own more than 50.1% of the outstanding common stock (on a voting-basis) of the Company, as of the
date of the current amendment filing. With respect to the Company's initial Information Statement, the Company would like to respectfully
submit that the Company was between the current pending transactions, which would have enabled the Company to acquire adequate consenting
shareholding prior to filing its definitive information statement; avoiding solicitation(s) to obtain these consents, as defined in Exchange
Act Rule 14a-1(l).

 2. Throughout
this document there is omitted information even though it appears that the events pertaining to such information have occurred. For example,
you disclose that the written consents were "executed on February [*], 2025" and that "[t]he approximate ownership percentage
of the voting stock of the Company by the Majority Holders as of the Record Date totaled in the aggregate [*]%." To the extent that
omitted information is already known, it should be disclosed. Please revise this document accordingly or advise why continued omission
is appropriate.

 Company Response . The Company acknowledges
the Staff's comment and has made the requested additional disclosure throughout the Information Statement.

 3. We
note you disclosed on your Form 8-K filed on February 12, 2025 that the company received a delisting notification from Nasdaq on February
10, 2025 stating that Nasdaq has determined to delist the company's common stock, par value $0.0001 per share, from The Nasdaq Capital
Market, and Nasdaq would accordingly suspend trading in the company's common stock, effective at the opening of trading on February
12, 2025. Please revise your disclosure throughout the information statement to reflect the delisting determination and suspension of
trading of your

 common stock
on Nasdaq.

 Company Response. The Company acknowledges
the Staff's comment and has made the requested revised disclosure throughout the Information Statement to reflect the delisting determination,
the suspension of trading of our common stock on Nasdaq and the listing of our common stock on the OTC Markets.

 We hope that the foregoing
has been responsive to the Staff's comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford,
Esq., of Sichenzia Ross Ference Carmel LLP at jwofford@srfc.law; or Mohit Agrawal, Esq. of Sichenzia Ross Ference Carmel LLP at magrawal@srfc.law/+1
(646) 267-5506.

 Very truly yours,

 /s/ Jeffrey P. Wofford

 Jeffrey P. Wofford

 Sichenzia Ross Ference Carmel LLP

 cc: Taliesin Durant, CLO
Alternus Clean Energy, Inc.

February 21, 2025
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
17 State Street, Suite 4000
New York City, New York, 10004
Re:Alternus Clean Energy, Inc.
Preliminary Information Statement on Schedule 14C
Filed February 7, 2025
File No. 001-41306
Dear Vincent Browne:
            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.
Preliminary Information Statement on Schedule 14C
General
1.Please tell us the basis for your belief that an information statement on Schedule 14C
is the appropriate schedule to be filed. Your beneficial ownership table on page 14
indicates that Alternus Energy Group Plc is your only shareholder holding more than
5% of your outstanding common stock. Based on 9,399,075 shares of common stock
you had outstanding as of January 24, 2025, Alternus Energy Group Plc holds 24% of
your outstanding common stock. Therefore, it appears that some of your consenting
shareholders hold less than 5% of your outstanding common stock. Based on your
disclosure, you may have engaged in a solicitation in order to obtain these consents. In
your response letter, please describe each consenting shareholder’s relationship to the
company as well as the sequence of events through which the consents of these
shareholders were obtained and provide your analysis as to whether such activities
constitute a solicitation, as defined in Exchange Act Rule 14a-1(l). Also, tell us who
inquired about the voting intentions of the shareholders that consented to these
actions. Alternatively, file a preliminary proxy statement on Schedule 14A.

February 21, 2025
Page 2
2.Throughout this document there is omitted information even though it appears that the
events pertaining to such information have occurred. For example, you disclose that
the written consents were "executed on February [*], 2025" and that "[t]he
approximate ownership percentage of the voting stock of the Company by the
Majority Holders as of the Record Date totaled in the aggregate [*]%." To the extent
that omitted information is already known, it should be disclosed. Please revise this
document accordingly or advise why continued omission is appropriate.
3.We note you disclosed on your Form 8-K filed on February 12, 2025 that the
company received a delisting notification from Nasdaq on February 10, 2025 stating
that Nasdaq has determined to delist the company’s common stock, par value $0.0001
per share, from The Nasdaq Capital Market, and Nasdaq would accordingly suspend
trading in the company’s common stock, effective at the opening of trading on
February 12, 2025. Please revise your disclosure throughout the information
statement to reflect the delisting determination and suspension of trading of your
common stock on Nasdaq.
            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 Claudia Rios at 202-551-8770 or Irene Barberena-Meissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.

CORRESP
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Alternus Clean Energy, Inc.

360 Kingsley Park Drive, Suite 250

Fort Mill, South Carolina

December 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Cheryl Brown

Re:  Alternus Clean Energy,
                                            Inc.

    Registration Statement on Form S-1, as
                                            amended

    File No. 333-283575

Ladies and Gentlemen:

Pursuant to Rules 460
and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus
Clean Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred
to above (the “Registration Statement”) be accelerated so that it will become effective at 4:01 p.m., Eastern Time,
on Thursday, December 19, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that
it is aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.

If you have any questions
regarding this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very Truly Yours,

    By:
     /s/ Vincent Browne

    Name:
     Vincent Browne

    Title:
     Chief Executive Officer

cc:  Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP

December 10, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
17 State Street, Suite 4000
New York, NY 10004
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed December 3, 2024
File No. 333-283575
Dear Vincent Browne:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.

CORRESP
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    Alternus Clean Energy, Inc.

    360 Kingsley Park Drive, Suite 250

    Fort Mill, South Carolina

    July 30, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Liz Packebusch / Irene Barberena-Meissner

    Re: Alternus Clean Energy, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-278994

Ladies and Gentlemen:

Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus Clean
Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on
Wednesday, July 31, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is
aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.

If you have any questions regarding
this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very Truly Yours,

    By:
    /s/ Vincent Browne

    Name:
    Vincent Browne

    Title:
    Chief Executive Officer

cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
1
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    Alternus Clean Energy, Inc.

    360 Kingsley Park Drive, Suite 250

    Fort Mill, South Carolina

    July 30, 2024

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Ms. Liz Packebusch / Irene Barberena-Meissner

    Re: Alternus Clean Energy, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-276630

Ladies and Gentlemen:

Pursuant to Rules 460 and 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Alternus Clean
Energy, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., Eastern Time, on
Wednesday, July 31, 2024, or as soon thereafter as possible. In making this acceleration request, the Company acknowledges that it is
aware of its responsibilities under the Act.

Once the Registration Statement is effective,
please orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP by calling Ross David Carmel, Esq. at (646) 838-1310.
We also respectfully request that a copy of the written order from the Securities and Exchange Commission verifying the effective time
and date of the Registration Statement be sent to our counsel, Sichenzia Ross Ference Carmel LLP, Attention: Ross David Carmel, Esq. by
or email at rcarmel@srfc.law, or jwofford@srfc.law.

If you have any questions regarding
this request, please contact Ross David Carmel, Esq. of Sichenzia Ross Ference Carmel LLP at (646) 838-1310.

    Very Truly Yours,

    By:
    /s/ Vincent Browne

    Name:
    Vincent Browne

    Title:
    Chief Executive Officer

cc: Ross David Carmel, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
1
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July 19, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,

Division of Corporation Finance, Office of Energy & Transportation

    Re:
    Alternus Clean Energy, Inc.

Registration Statement on Form S-1, as amended

Originally Filed January 19, 2024, as amended May 6, 2024, July 1, 2024, and July 1, 2024.

File No. 333-276630

Dear Ladies and Gentlemen:

On behalf of our client, Alternus Clean Energy,
Inc. (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 16, 2024, preceded by the prior comment letter dated May 24, 2024 (together, the “Comment
Letter”) with respect to the Company’s Amendment No.4 to the Registration Statement on Form S-1 (the “Registration
Statement”), as amended.

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 Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1 Filed July
1, 2024

Amendment No. 3 to Registration Statement on Form S-1 filed July
1, 2024

Risk Factors

The shares of common stock being offered in
this prospectus represent a substantial percentage of our outstanding common stock..., page 35

    1.
    We note your response to prior comment three, including revised disclosure indicating that the number of shares that may be sold by the selling securityholders under the instant registration statement exceeds the number of shares of your total common stock constituting your public float, and represents approximately 495% of your public float and approximately 98% of your outstanding shares of common stock. We further note your added risk factor disclosing that, in connection with the 3i Note Transaction, you are obligated to register up to 35,334,165 shares of your common stock that may be issuable pursuant to the Convertible Note and the 3i Warrant in a Registration Statement on Form S-1 (File No. 333- 278994). Please revise your disclosure to clarify the cumulative effect that the number of shares that may be sold by the selling securityholders under both registration statements will have on the percentage of your public float and percentage of your outstanding shares of common stock.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure in the Registration Statement.

Management's
Discussion and Analysis of Financial Condition and Results of Operations

Overview, page
44

    2.
    Please revise your disclosure in this section to discuss risks to the Company with respect to the Forward Purchase Agreement. In this regard, we note your response to prior comment 10 regarding such risks on page 5 of your letter dated June 28, 2024.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.

Description of Our Securities

Warrants

Public Warrants, page 108

    3.
    We note your response to prior comment 7 and reissue it in part. We note your disclosure that the Public Warrants are currently trading on the OTC Markets under the trading symbol: OTC: ACLEW. Where it appears the Public Warrants trade, specifically, on the OTC Pink Tier, please revise your disclosure accordingly.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.

We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.

Very truly yours,

    /s/ Jeffrey P. Wofford, Esq.

    Jeffrey P. Wofford, Esq.

    Sichenzia Ross Ference Carmel LLP

    cc:
    Taliesin Durant, CLO

Alternus Clean Energy, Inc.

CORRESP
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July 19, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,

Division of Corporation Finance, Office of Energy & Transportation

    Re:
    Alternus Clean Energy, Inc.

Registration Statement on Form S-1, as amended

Originally Filed: April 29, 2024,  as amended July 1, 2024.

File No. 333-278994

Dear Ladies and Gentlemen:

On behalf of our client, Alternus Clean Energy,
Inc. (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 16, 2024 (the “Comment Letter”) with respect to the Company’s Amendment
No.2 to the Registration Statement on Form S-1 (the “Registration 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 Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed July
1, 2024

General

    1.
    Please revise your disclosure to reflect applicable corresponding revisions made in response to our comment letter dated July 16, 2024 regarding your Form S-1 (333-276630) initially filed on January 19, 2024.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and in several sections of the
Registration Statement.

We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.

Very truly yours,

    /s/ Jeffrey P. Wofford, Esq.

    Jeffrey P. Wofford, Esq.

    Sichenzia Ross Ference Carmel LLP

    cc:
    Taliesin Durant, CLO

Alternus Clean Energy, Inc.

July 16, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 1, 2024
Amendment No. 3 to Registration Statement on Form S-1
Filed July 1, 2024
File No. 333-276630
Dear Vincent Browne:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 1, 2024
Risk Factors
The shares of common stock being offered in this prospectus represent a substantial percentage of
our outstanding common stock..., page 35
We note your response to prior comment three, including revised disclosure indicating
that the number of shares that may be sold by the selling securityholders under the instant
registration statement exceeds the number of shares of your total common stock
constituting your public float, and represents approximately 495% of your public float and
approximately 98% of your outstanding shares of common stock. We further note your
added risk factor disclosing that, in connection with the 3i Note Transaction, you are
obligated to register up to 35,334,165 shares of your common stock that may be issuable 1.

July 16, 2024
Page 2
pursuant to the Convertible Note and the 3i Warrant in a Registration Statement on Form
S-1 (File No. 333- 278994). Please revise your disclosure to clarify the cumulative effect
that the number of shares that may be sold by the selling securityholders under both
registration statements will have on the percentage of your public float and percentage of
your outstanding shares of common stock.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 44
2.Please revise your disclosure in this section to discuss risks to the Company with respect
to the Forward Purchase Agreement. In this regard, we note your response to prior
comment 10 regarding such risks on page 5 of your letter dated June 28, 2024.
Description of Our Securities
Warrants
Public Warrants, page 108
3.We note your response to prior comment 7 and reissue it in part. We note your disclosure
that the Public Warrants are currently trading on the OTC Markets under the trading
symbol: OTC: ACLEW. Where it appears the Public Warrants trade, specifically, on the
OTC Pink Tier, please revise your disclosure accordingly.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ross David Carmel, Esq.

CORRESP
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July 1, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,

Division of Corporation Finance, Office of Energy & Transportation

    Re:
    Alternus Clean Energy, Inc.

    Registration Statement on Form S-1

    Filed April 29, 2024

    File No. 333-278994

Dear Ladies and Gentlemen:

On behalf of our client, Alternus Clean Energy,
Inc. (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 May 24, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-1 (the “Registration 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 Registration Statement.

Registration Statement on Form S-1 filed April 29, 2024

General

    1.
    Please
    revise your disclosure to reflect applicable corresponding revisions made in response to our comment letters dated February 15, 2024
    and May 24, 2024 regarding your Form S-1 (333-276630) initially filed on January 19, 2024.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and in several sections of
the Registration Statement.

We hope that the foregoing has been responsive
to the Staff’s comments. Please direct any questions or comments regarding the foregoing to Jeffrey P. Wofford, Esq. of Sichenzia
Ross Ference Carmel LLP at (347) 824-8600 or Taliesin Durant, Chief Legal Officer to the Company at 207 530 2345.

Very truly yours,

    /s/
    Jeffrey P. Wofford, Esq.

    Jeffrey P. Wofford, Esq.

    Sichenzia Ross Ference Carmel
    LLP

    cc:
    Taliesin Durant, CLO

    Alternus Clean Energy, Inc.

CORRESP
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June 28, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,

Division of Corporation Finance, Office of Energy & Transportation

    Re:
    Alternus Clean Energy, Inc.

    Registration Statement on Form S-1, as amended

    Originally Filed January 19, 2024, as amended May 6, 2024

    File No. 333-276630

Dear Ladies and Gentlemen:

On behalf of our client, Alternus Clean Energy,
Inc. (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 May 24, 2024, preceded by the prior comment letter dated February 15, 2024 (together, the “Comment
Letter”) with respect to the Company’s Amendment No.1 to the Registration Statement on Form S-1 (the “Registration
Statement”), as amended.

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 Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1 filed May
6, 2024

Prospectus
Summary

Nasdaq Notice
of Failure to Comply with Continued Listing Standards, page 3

    1.
    Please
    update your disclosure to discuss the letter you received on May 6, 2024 from the listing qualifications department staff of The
    Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the Company’s
    minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing
    on the Nasdaq Capital Market pursuant to Nasdaq listing rule 5550(b)(2). We note your Form 8-K filed May 8, 2024 in this regard.
    Please also include related risk factor disclosure.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 3, and 34 of the Registration Statement.

Recent Developments

Solis Bond
Extension, page 3

    2.
    We
    note your revisions in response prior comment 4. Please make sure your revisions are consistent throughout your filing. For instance,
    risk factor disclosure at page 21 refers to an extension date of April 30, 2024, while disclosure elsewhere refers to May 31, 2024.
    Please also continue to update your disclosure regarding any further extensions throughout the pendency of the filing review.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.

Risk Factors

The shares of common stock being offered in
this prospectus represent a substantial percentage of our outstanding common stock..., page 34

    3.
    Please
    revise your disclosure here to additionally discuss the 3i Note Transaction and related registration statement on Form S-1 filed
    April 29, 2024. We further note that your disclosure on page 35 that the number of shares being registered on the registration statement
    filed here represents approximately 87.5% of your outstanding shares of common stock does not appear consistent with your disclosure
    at page 44, referencing 85.81%. Please revise or advise.

Company Response. The Company
acknowledges the Staff's comment and has made an additional disclosure in the form of new risk factor, stating:

“The issuance of the 3i
Convertible Note and Warrant may result in significant dilution to our shareholders and could impact the market price of our common stock.

On April 19, 2024, we entered into
a purchase agreement (the “Purchase Agreement”) with 3i, LP pursuant to which we issued a senior unsecured convertible note
in the aggregate principal amount of $2,160,000, with an eight percent (8.0%) original issue discount and an interest rate of seven percent
(7.0%) per annum (the “Convertible Note”), and a warrant (the “3i Warrant”) to purchase up to 2,411,088 shares
of common stock (the “3i Note Transaction”). The Convertible Note is convertible into a maximum of 32,923,077 shares of common
stock. The conversion and exercise of the Convertible Note and the 3i Warrant are subject to the terms of the Purchase Agreement, including
the beneficial ownership limitations and share issuance caps specified therein. In connection with the 3i Note Transaction. Pursuant
to the registration rights agreement we entered with 3i LP in connection with the 3i Note Transaction, we are obligated to register up
to 35,334,165 shares of our common stock that may be issuable pursuant to the Convertible Note and the 3i Warrant in a Registration Statement
on Form S-1 (No. 333-278994), which has not yet been declared effective.”

The Company has additionally made the
requested additional disclosures in several sections of the Registration Statement.

Risk Factors

We will incur increased costs and obligations
as a result of being a public company, page 38

    4.
    We
    note you disclose that you have made and will continue to make, changes to your internal controls and procedures for financial reporting
    and accounting systems to meet your reporting obligations as a publicly traded company. We also note that you did not timely file
    a Form 10-Q for the quarter ended March 31, 2024. Please update and revise your disclosure to state that you did not timely file
    this Form 10-Q and that you may not be able to file timely in the future.

Company Response. In response
to the Staff’s comment, the Company has revised the disclosure on pages 41 of the Registration Statement.

Management's Discussion and Analysis of Financial Condition and
Results of Operations Impact of two separate resale offerings of our securities, page 44

    5.
    We
    note your response to prior comment 9 and reissue it in part. You disclose that you anticipate that the current registration would
    amount to a total of 85.81% outstanding securities of your common stock, not including the 3i Note Transaction. Please revise your
    discussion to highlight the fact that the selling stockholders will be able to sell all of their shares for so long as the registration
    statement of which this prospectus forms a part is available for use.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on page 45 of the Registration Statement.

    2

Selling Securityholders, page 95

    6.
    Disclosure
    on your cover page and at page 95 indicates the Sponsor will offer a total of 9,001,667 shares, but your tabular disclosure indicates
    the Sponsor will offer 9,226,667 shares. Please revise or advise. Please also populate the natural persons placeholders in the footnotes
    to your table.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement.

Description of Our Securities

Warrants

Public Warrants, page 98

    7.
    We
    note your response to prior comment 10, indicating that the Public Warrants are currently trading on the OTC Markets under the trading
    symbol: OTC: ALCEW. Where it appears the Public Warrants trade, specifically, on the OTC Pink Tier, please revise your disclosure
    accordingly. Also, it appears the trading symbol for the Public Warrants is ACLEW, not ALCEW. Please revise or advise.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested changes and additional disclosure in relevant sections of the Registration
Statement. Please additionally note that we have revised the trading symbol for the Public Warrants as ACLEW, from the earlier incorrectly
stated ALCEW.

Notes to the Consolidated Financial Statements

26. Subsequent Events, page F-42

    8.
    We note your disclosure that, on March
    19, 2024, you entered into a settlement agreement with Clean Earth Acquisitions Sponsor, LLC , a related party, and SPAC Sponsor
    Capital Access (“SCA”) pursuant to which, among other things, you agreed to repay Sponsor’s debt to SCA, related
    to the CLIN SPAC entity extensions, in the amount of $1.4 million and issue 225,000 shares of restricted common stock valued at $0.47
    per share to SCA. In an appropriate location in your prospectus please revise to better describe the reasons for, and negotiations
    surrounding, the settlement agreement. Please also include related risk

    factor disclosure as appropriate.

Company Response. The Registration
Statement has been amended to address the Staff’s comment.

Exhibits

    9.
    Please
    have counsel file a revised legal opinion that corresponds to the changes in your amendment, both to the number and type of securities
    being registered and the selling securityholders. Please similarly file a revised fee table.

Company Response. In response
to the Staff’s comments, we have filed the revised legal opinion letter as Exhibit 5.1 to the Registration Statement, and the revised
fees table as Exhibit 107 to the Registration Statement, accordingly.

General

    10.
    We
    note your response to prior comment 6 and reissue it in part. Please revise to better describe the purpose for entering into the
    PIPE Subscription Agreement, and the interrelationship between it and the Forward Purchase Agreement. Please also revise your disclosure
    to indicate whether Clean Earth Acquisitions Corp., the Company, or their directors, officers, advisors or respective affiliates
    had material relationships with the PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.

Company Response. In response
to the Staff’s comments, we respectfully submit that we entered into Forward Purchase Agreement, dated December 3, 2023, by and
among Clean Earth Acquisitions Corp. (our predecessor entity), Meteora Capital Partners, LP (“MCP”), Meteora Select Trading
Opportunities Master, LP (“MSTO”), and Meteora Strategic Capital, LLC (“MSC”, and together with MCP, and MSTO,
collectively hereinafter referred to as the “Seller”) (the agreement referred to as the “Forward Purchase Agreement”),
for the purpose of raising cash for the Company (or the “Counterparty”) following our business combination, which was to
be achieved by way of the hedging arrangement under the Forward Purchase Agreement as described below.

    3

Pursuant to the terms of the Forward
Purchase Agreement, on the date that is the earlier of (a) one business day following the closing of the business combination and (b)
the date any assets from the Counterparty’s trust account are disbursed in connection with the business combination (such earlier
date, the “Prepayment Date”), Counterparty will pre-pay to Seller a cash amount equal to (x) (i) the number of shares of
the Class A common stock, par value $0.0001 per share, of the Company (“SPAC Common Shares”), that the Seller has elected
to purchase in its sole discretion from third parties (other than the Company) through a broker in the open market (other than the Company)
after the redemption deadline in connection with the Business Combination and which are subject to the Forward Purchase Agreement (“Recycled
Shares”), plus the number of Additional Shares (as defined below) as set forth in the Seller’s initial Pricing Date Notice
to be delivered to the Counterparty at the closing of the Business Combination, multiplied by (ii) the per-share redemption price to
be paid by the Counterparty in connection with the Business Combination (such amount that is the result of clause (x) being the implied
market value of the shares under the Forward Purchase Agreement), less (y) a cash amount equal to 5% of the result of clause (x) with
respect to the Recycled Shares, representing the Shortfall Amount (as defined below) (such cash amount resulting from clause (x) less
clause (y), the “Prepayment Amount”). Under the Forward Purchase Agreement, a cash amount equal to a total of 10% of the
market value of the Recycled Shares (or 10% of the product of the number of Recycled Shares and the redemption price) is payable by Seller
to Counterparty in accordance with the terms of Forward Purchase Agreement (the “Prepayment Shortfall”), of which (i) one
half will be payable on the Prepayment Date as described in the preceding sentence and will be netted from the Prepayment Amount as described
above (the “Shortfall Amount”), and (ii) at the request of Counterparty, the other one half (the “Future Shortfall”)
will be payable by Seller to Counterparty on the earlier of (a) the date that the Commission declares effective a registration statement
(the “Registration Statement”) registering the resale of all shares held by the Seller (such date, the “Registration
Statement Effective Date”) and (b) the date on which the Seller, in its sole and absolute discretion, terminates the Forward Purchase
Agreement in whole or in part by providing a written notice to the Counterparty specifying the quantity by which the number of shares
subject to the Forward Purchase Agreement shall be reduced (such date, an “OET Date”), provided that the volume weighted
average price per share determined in accordance with the Forward Purchase Agreement (the “VWAP Price”) is greater than $5.00
for any 45 trading days during the prior 90 consecutive trading day period and average daily trading volume over such period equals at
least four times the Future Shortfall.

As described above, the Prepayment
Amount to be paid by the Counterparty to Seller for the Recycled Shares purchased by the Seller (if any) as described above will not
be equal to the full market value of such Recycled Shares; rather, it will be equal to the full market value less the Shortfall Amount
that Seller is obligated to pay to the Counterparty on the Prepayment Date. As the Counterparty is paying the Prepayment Amount to Seller
for any Recycled Shares purchased by Seller from funds in the Trust Account, and the Prepayment Amount is less the Shortfall Amount payable
by Seller to Counterparty, the Counterparty is retaining the Shortfall Amount, and as such, will receive that amount as cash proceeds
following the closing of the Business Combination (and has the ability to receive additional cash proceeds upon payment of the other
half of the Prepayment Shortfall).

Furthermore, as discussed below, the
other side of the trade of the Forward Purchase Agreement is the cash settlement of the hedging transaction following the valuation date
specified in the Forward Purchase Agreement, with the amount of cash settlement by the Seller determined based upon the future value
of the shares subject to the Forward Purchase Agreement minus $1.50 as a settlement amount adjustment. Although this is a forward purchase
arrangement, rather than a physical settlement in which the shares that are the subject of the Forward Purchase Agreement are delivered
to the Company by Seller, the Forward Purchase Agreement provides that the Seller will cash-settle the contractual obligation and deliver
a specified amount based upon the value of the shares following the settlement date under the Forward Purchase Agreement. Seller is obligated
to pay to Counterparty a cash settlement in respect of all of the shares that are the subject of the Forward Purchase Agreement (and
not just the Recycled Shares that will be used for calculating the Prepayment Amount and the Prepayment Shortfall, but also any Additional
Shares (as defined below) purchased by the Seller pursuant to the FPA Funding Amount Subscription Agreement (as defined below)), unless
the value of the shares is less than the $1.50 settlement amount adjustment, in which case neith

United States securities and exchange commission logo
May 24, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed April 29, 2024
File No. 333-278994
Dear Vincent Browne:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed April 29, 2024
General
1.Please revise your disclosure to reflect applicable corresponding revisions made in
response to our comment letters dated February 15, 2024 and May 24, 2024 regarding
your Form S-1 (333-276630) initially filed on January 19, 2024.

 FirstName LastNameVincent Browne
 Comapany NameAlternus Clean Energy, Inc.
 May 24, 2024 Page 2
 FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
May 24, 2024
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross David Carmel, Esq.

CORRESP
1
filename1.htm

May 6, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch, Staff Attorney and Irene Barberena-Meissner, Staff Attorney,

Division of Corporation Finance, Office of Energy
& Transportation

 Re: Alternus Clean Energy, Inc.

Registration Statement on Form S-1

Filed January 19, 2024

File No. 333-276630

Dear Ladies and Gentlemen:

On behalf of our client, Alternus Clean Energy,
Inc. (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 February 15, 2024 (the “Comment Letter”) with respect to the Company’s Registration
Statement on Form S-1 (the “Registration 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 Registration Statement.

Registration Statement filed January 19, 2024

Cover Page

 1. For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 34, 44, and 111
of the Registration Statement.

 2. We note your disclosure in your second paragraph regarding:

 ● the exercise prices of the Warrants compared to the market
price of the underlying securities;

 ● your belief that the likelihood that warrant holders will
exercise their Warrants for cash and therefore the amount of cash proceeds that you would receive, is dependent upon the trading price
of your common stock; and

 ● your further belief that, if the market price for your
common stock is less than the exercise price of the Warrants (on a per share basis), it will be unlikely that holders will exercise their
Warrants.

Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section. As applicable, describe the impact on your liquidity
and update the discussion on the ability of the Company to fund your operations on a prospective basis with your current cash on hand.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure in relevant sections of the Registration Statement.

 3. We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Highlight
the significant negative impact sales of shares on this registration statement could have on the public trading price of the Company's
common stock.

Company Response. The Company
acknowledges the Staff's comment and has made the requested additional disclosure on cover page, and page 44 of the Registration Statement.

Prospectus Summary

Recent Developments

Solis Bond Extension, page 3

 4. Please update your disclosure in this section and elsewhere to reflect the developments related
to the Solis Bonds as reported in your Form 8-K filed January 31, 2024.

Company Response. The Company
acknowledges the Staff's comment and has made the requested update on pages 3, 21, 58 of the Registration Statement, including several
risk factors addressing the Solis Bonds.

Additionally the Company would like
to update the Staff that “On May 1, 2024 Solis made an interest payment of Euro 1,000,000 (approx. USD 1,069,985.00) to the Bondholders,
which is approximately 50% of the total interest due for the first quarter of 2024. The remaining interest amount will be paid alongside,
and in addition to, the next interest payment due July 6, 2024 from Solis’ ongoing business operations. Solis will incur a late
payment penalty in accordance with the Bond Terms, which will also be paid on July 2024.” The same disclosure has been made
and maintained in the Company’s current amendment to its Registration Statement on page 3.

Risk Factors

The shares of common stock being offered in
this prospectus represent a substantial percentage

of our outstanding common stock..., page 32

 5. We note your risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Company's common stock. To further illustrate this risk please
also disclose the purchase price of all the securities being registered for resale.

Company Response. The Company
acknowledges the Staff’s comment and has made the requested additional disclosure on the cover page and on pages 34, 44, and 111
of the Registration Statement.

    2

Notes to Unaudited Pro Forma Condensed Combined
Financial Statements

Forward Purchase Agreement, page 44

 6. We note your disclosures on pages 44-46 regarding the Forward Purchase Agreement and the PIPE Subscription
Agreement. Please revise to better describe the purpose for entering into the PIPE Subscription Agreement, and the inter-relationship
between it and the Forward Purchase Agreement. Also, please disclose the net proceeds to the Company from this arrangement and discuss
- here, and in added risk factor disclosure, as appropriate - risks associated with these arrangements. Lastly, please revise to indicate
whether Clean Earth Acquisitions Corp., the Company, or their directors, officers, advisors or respective affiliates had material relationships
with the PIPE/FPA investors at the time the PIPE and FPA agreements were negotiated.

Company Response.  The Company
acknowledges the Staff’s comment and notes that the Company’s Unaudited Pro Forma Condensed Combined Financial Statements
have been removed from the Registration Statement since the Registration Statement now contains the Company’s audited consolidated
financial statements for the fiscal year ended 2023. We refer the Staff to the discussion of the Forward Purchase Agreement in Footnotes
4 and 5 thereto of the same notes to the consolidated financial statements of the Company as of December 31, 2023. Further this this,
the Company submits that the Foward Purchase Agreement did not involve any related party transactions and there are/were no material relationships
between the Company (then Clean Earth Acquisition Corp.), our largest shareholder Alternus Energy Group Plc (“AEG”) and, their
directors, officers, advisors or redpective affiliates on the one hand and the PIPE/FPA investors on the other at the time the PIPE and
FPA agreements were negotiated and entered into. However, one of Meteora Entities’s related investment funds entered into an investment
agreement subscribing for a minority economic interest in Clean Earth Acquisitions Sponsor LLC, then Sponsor of Clean Earth Acquisitions
Corp. Such agreement was entered into prior to Clean Earth Acquisitions Corp.’s initial public offering, on an arms length basis.
For the avoidance of doubt, as part of this investment agreement, Meteora assumed no board or management role with the Sponsor or what
was then Clean Earth Acquisitions Corp. Please see below disclosure previously made in the Exhibit 10.1 of the Company’s current
Report on Form 8-K, filed with the SEC on December 4, 2023, which stated: “Prior to CLIN’s (Clean Earth Acquisitions Corp.)
Initial Public Offering, Seller and its affiliated entities and funds previously entered into various investment and subscription agreements
with the Sponsor, Clean Earth Acquisitions Sponsors, LLC, and its affiliates, primarily for Class E Units and founder shares”.

The Company would additionally like
to informa the Staff that the Company has determined not to register any Meteora entity securities.

 7. We note you entered into the Forward Purchase Agreement with Meteora, in part, to purchase CLIN Shares to reduce redemption
rates. Please provide your analysis on how such purchases complied with Rule 14e-5.

Company Response. The Company
acknowledges the Staff’s comment and notes that the Company has determined not to register any Meteora entity securities.

Nevertheless, the Company would like
to submit that the Forward Purchase Agreement that the parties entered into was a cash settled equity derivative swap (see “Settlement
Method” in the Confirmation of the OTC Equity Prepaid Forward Transaction). As such, it does not involve the purchase of stock by
Clean Earth Acquisitions Corp., and therefore, Exchange Act Rule 14e-5 (the “Tender Offer Rule”) is not implicated.

The Tender Offer Rule, in subsection
(a), provides that “in connection with a tender offer for equity securities, no covered person may directly or indirectly purchase
or arrange to purchase any subject securities except as part of the tender offer.” The Staff of the SEC takes the position that
SPAC redemption provisions generally have indicia of being a tender offer, such as a limited period of time for SPAC security holders
to request redemptions, and as a result, that the Tender Offer Rule should apply during the redemption tendering period for a business
combination transaction. However, here, the Forward Purchase Agreement was entered into by the parties after the expiration of the redemption
tendering period. Furthermore, and more importantly, there was no covered person that is directly or indirectly purchasing or arranging
to purchase any subject securities, and therefore, the Tender Offer Rule is inapplicable.

    3

Under subsection (c)(3)(i) of the Tender
Offer Rule, Clean Earth Acquisitions Corp., as the offeror for the redemption of securities of its public stockholders (its common stock),
is a “covered person.” However, as stated above, Clean Earth Acquisitions Corp.is not repurchasing any of its common stock
from Meteora under the terms of the Forward Purchase Agreement. Therefore, Clean Earth Acquisitions Corp.is not “directly or indirectly
purchasing” the shares of common stock that were the subject of the redemption.

Clean Earth Acquisitions Corp.is also
not arranging to purchase the common stock as a result of the Forward Purchase Agreement. The SEC’s C&DI 166.01 addresses a
scenario where a SPAC sponsor or its affiliate plan to purchase the SPAC’s securities of the SPAC outside of the redemption offer
of the SPAC, and examines whether the Tender Offer Rule prohibits such purchases. C&DI 166.01 states that the SEC’s Staff will
not object if certain conditions are satisfied, including that the SPAC sponsor or its affiliates purchase the SPAC securities at a price
no higher than the price offered through the SPAC redemption process. Here, although the Forward Purchase Agreement was entered into subsequent
to the expiration of the redemption tendering period, and although the parties would dispute that Clean Earth Acquisitions Corp. was using
the Forward Purchase Agreement to arrange for Meteora to purchase Clean Earth Acquisitions Corp.’s common stock, any purchases of
common stock by Meteora, besides occurring subsequent to the expiration of the redemption tendering period, would fall within C&DI
166.01 as such purchases would have been at a price no higher than the price offered through the SPAC redemption process in compliance
with Section 1(d) of the Representatives, Warranties and Covenants section of the Confirmation, which requires compliance with the requirements
of all tender offer regulations, including the Tender Offer Rule.

Furthermore, Meteora is not a covered
person pursuant to subsection (c)(3)(iv) of the Tender Offer Rule, as it was not acting in concert with Clean Earth Acquisitions Corp.
or its affiliates to purchase or arrange for the purchase of Clean Earth Acquisitions Corp. common stock. Under the terms of the Forward
Purchase Agreement, Meteora has no obligation to purchase any shares of Clean Earth Acquisitions Corp. common stock. To the extent that
it had purchased shares of Clean Earth Acquisitions Corp. common stock and included those shares (the “Recycled Shares”) in
a Pricing Date Notice, then it would be paid at the closing of the business combination from Clean Earth Acquisitions Corp.’s trust
account 99.5% of the price offered through the SPAC redemption process. This payment is not for the purchase of the Recycled Shares from
Meteora, and Meteora was not required to have any Recycled Shares. Furthermore, the obligation of Meteora under the terms of the Confirmation
was to pay a cash amount based upon formulas specified in the Confirmation to Clean Earth Acquisitions Corp. either following the Valuation
Date or upon an Optional Early Termination. Just as Meteora had no obligation to purchase any Recycled Shares, it also has no obligation
to sell any shares. Without an obligation to purchase shares, Meteora could not be considered to be acting in concert with Clean Earth
Acquisitions Corp. or its affiliates to purchase or arrange for the purchase of Clean Earth Acquisitions Corp. common stock. Furthermore,
as noted above, even if Meteora had purchased shares of Clean Earth Acquisitions Corp. common stock, and had done so prior to the expiration
of the redemption tendering period, it was obligated in compliance with Section 1(c) of the Representatives, Warranties and Covenants
section of the Confirmation to make such purchases at a price no higher than the price offered through the SPAC redemption process.

For all of the above reasons, the Tender
Offer Rule is inapplicable to the Forward Purchase Agreement – Clean Earth Acquisitions Corp. did not purchase (or obligate itself
to purchase) shares of its common stock outside of the redemption process, nor did it arrange for such purchase through Meteora in violation
of the Tender Offer Rule, and finally, Meteora is not a covered person and did not purchase shares of Clean Earth Acquisitions Corp. common
stock in violation of the Tender Offer Rule.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Overview, page 52

 8. In light of the significant number of redemptions and the unlikelihood that the Company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current
trading price of the Company's common stock, expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the Company is likely to have to seek additional capital, discuss the effect of
this offering on the company’s ability to raise additional capital.

Company Response. The Registration
Statement has been amended to address the Staff’s comment.

    4

 9. Please expand your discussion here to reflect the fact that this offering involves the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the Company’s common
stock. Your discussion should highlight the fact that the selling stockholders, who are registering for resale approximately 87.5% of
your outstanding shares of common stock, will be able to sell all of their shares for so long as the registration statement of which this
prospectus forms a part is available for use.

Company Response. The
Registration Statement has been amended to address the Staff’s comment.

Description of Our Securities

Warrants

Public Warrants, page 109

 10. Please tell us the current listing status of the Public Warrants. We note your disclosure in the
definitive merger proxy filed on November 13, 2023 for your business combination with Alternus that you intended to apply to obtain the
listing of your warrants on Nasdaq under the symbol “ALCEW” upon the closing. We may have additional comments.

Company Response. Company acknowledges
the Staff’s comment and confirms that

United States securities and exchange commission logo
February 15, 2024
Vincent Browne
Chief Executive Officer
Alternus Clean Energy, Inc.
360 Kingsley Park Drive, Suite 250
Fort Mill, SC 29715
Re:Alternus Clean Energy, Inc.
Registration Statement on Form S-1
Filed January 19, 2024
File No. 333-276630
Dear Vincent Browne:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed January 19, 2024
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.We note your disclosure in your second paragraph regarding:

•the exercise prices of the Warrants compared to the market price of the underlying
securities;
•your belief that the likelihood that warrant holders will exercise their Warrants for
cash and therefore the amount of cash proceeds that you would receive, is dependent
upon the trading price of your common stock; and
•your further belief that, if the market price for your common stock is less than the
exercise price of the Warrants (on a per share basis), it will be unlikely that holders
will exercise their Warrants.

 FirstName LastNameVincent Browne
 Comapany NameAlternus Clean Energy, Inc.
 February 15, 2024 Page 2
 FirstName LastNameVincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
Page 2

Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of
proceeds section. As applicable, describe the impact on your liquidity and update the
discussion on the ability of the Company to fund your operations on a prospective basis
with your current cash on hand.
3.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the Company's common stock.
Prospectus Summary
Recent Developments
Solis Bond Extension, page 3
4.Please update your disclosure in this section and elsewhere to reflect the
developments related to the Solis Bonds as reported in your Form 8-K filed January 31,
2024.
Risk Factors
The shares of common stock being offered in this prospectus represent a substantial percentage
of our outstanding common stock..., page 32
5.We note your risk factor highlighting the negative pressure potential sales of shares
pursuant to this registration statement could have on the public trading price of the
Company's common stock. To further illustrate this risk please also disclose the purchase
price of all the securities being registered for resale.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Forward Purchase Agreement, page 44
6.We note your disclosures on pages 44-46 regarding the Forward Purchase Agreement and
the PIPE Subscription Agreement. Please revise to better describe the purpose for entering
into the PIPE Subscription Agreement, and the inter-relationship between it and the
Forward Purchase Agreement. Also, please disclose the net proceeds to the Company
from this arrangement and discuss - here, and in added risk factor disclosure, as
appropriate - risks associated with these arrangements. Lastly, please revise to indicate
whether Clean Earth Acquisitions Corp., the Company, or their directors, officers,
advisors or respective affiliates had material relationships with the PIPE/FPA investors at
the time the PIPE and FPA agreements were negotiated.
7.We note you entered into the Forward Purchase Agreement with Meteora, in part, to
purchase CLIN Shares to reduce redemption rates. Please provide your analysis on how
such purchases complied with Rule 14e-5.

 FirstName LastNameVincent Browne
 Comapany NameAlternus Clean Energy, Inc.
 February 15, 2024 Page 3
 FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 52
8.In light of the significant number of redemptions and the unlikelihood that the Company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Company's
common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the Company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
9.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the Company’s common stock. Your discussion should
highlight the fact that the selling stockholders, who are registering for
resale approximately 87.5% of your outstanding shares of common stock, will be able to
sell all of their shares for so long as the registration statement of which this prospectus
forms a part is available for use.
Description of Our Securities
Warrants
Public Warrants, page 109
10.Please tell us the current listing status of the Public Warrants. We note your disclosure in
the definitive merger proxy filed on November 13, 2023 for your business combination
with Alternus that you intended to apply to obtain the listing of your warrants on Nasdaq
under the symbol “ALCEW” upon the closing. We may have additional comments.
General
11.Revise your prospectus to disclose the price that each selling stockholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling stockholders acquired their shares and Warrants, and the
price that the public stockholders acquired their shares and warrants. Please also disclose
the potential profit the selling stockholders will earn based on the current trading price.
Lastly, please include appropriate risk factor disclosure. We note your disclosure at page
32 in this regard.

 FirstName LastNameVincent Browne
 Comapany NameAlternus Clean Energy, Inc.
 February 15, 2024 Page 4
 FirstName LastName
Vincent Browne
Alternus Clean Energy, Inc.
February 15, 2024
Page 4
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Irene Barberena-
Meissner, Staff Attorney, at 202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ross David Carmel, Esq.

United States securities and exchange commission logo
November 13, 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 November 9, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben Smolij, Esq.

CORRESP
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October 30, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Clean Earth Acquisitions Corp.

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed October 6, 2023

    File No. 001-41306

Ladies and Gentlemen:

On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated October 27, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on October 6, 2023 and referenced by File No. 001-41306.

The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on Schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages xii, xxii, xxiii and 43 of the New Revised
Preliminary Proxy Statement.

Risk Factors, page 29

 2. We note your disclosures on page 29 regarding the potential extension of the temporary 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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 29, 224, F-99 and F-115 of the New Revised
Preliminary Proxy Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 180, 225, and F-114 of the New Revised
Preliminary Proxy Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 184 of the New Revised Preliminary
Proxy Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 183 of the New Revised Preliminary Proxy
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages F-18 and F-41 of the New Revised
Preliminary Proxy Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page F-98 of the New Revised Preliminary Proxy
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page F-113 of the New Revised Preliminary Proxy
Statement.

If you have any questions, please feel free to contact me at (713)
651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

cc: Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions
Corp.

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.

CORRESP
1
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October 5, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Clean Earth Acquisitions Corp.

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed August 14

    File No. 001-41306

Ladies and Gentlemen:

On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated August 25, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on August 14, 2023 and referenced by File No. 001-41306.

The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on Schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Revised Preliminary Proxy Statement filed
August 14, 2023

General

    1.

    We note your response to prior comment 1 and
    are unable to concur with your analyses under Rule 135 and Section 4(a)(2). Please update your analysis to explain if and how
    a different exemption would apply for the offers related to your non-redemption incentive that began with the offer in the May 17,
    2023 letter to shareholders. Alternatively, please tell us what steps the company will undertake to address any potential liability for
    these offers.

    Response:
    The Company acknowledges the Staff’s comment and respectfully advises the Staff that while the Company believes that it has fully
    complied with all relevant laws and regulations, the Company has decided to no longer pursue the previously contemplated non-redemption
    incentive (the “Incentive”). The Company has revised disclosures throughout the New Revised Preliminary Proxy Statement
    to remove all references to the Incentive. Additionally, to ensure stockholders and potential investors are adequately and promptly informed
    of the Company’s actions and to address any potential liability in connection with the Incentive, the Company has taken the following
    actions:

    (1) On September 1, 2023,
    the Company issued a press release and filed a Current Report on Form 8-K with the Commission, announcing that the Company will no
    longer pursue the Incentive and advising that additional information will be provided on our definitive proxy statement to be filed with
    the Commission.

    (2) The Company has revised its
    risk factor disclosure on pages 15 and 63 of the New Revised Preliminary Proxy Statement to advise stockholders, among other things,
    that, notwithstanding the Company’s decision not to pursue the Incentive, the Company may nonetheless be subject to litigation,
    claims or an enforcement action in connection with the Incentive, which could have a material adverse effect on the Company’s business,
    financial condition, results of operations and cash flows.

    Clean Earth's Board of Directors' Reasons
    for the Approval of the Business Combination

    Financial Terms, page 118

    2.
    We note your revised disclosure in response to prior comment 4 that in considering the terms of the current Solis bond waiver agreement with respect to the Board’s recommendation that the Company’s stockholders vote for the Business Combination, the Board concluded, having reviewed and evaluated the impacts in terms of the near term projections from 2023 to 2025, that even if bondholders of the Solis Bond did exercise their right to immediately transfer ownership of Solis and all of its subsidiaries to the bondholders, this would not materially move the enterprise value to projected revenue multiples outside of the peer group ranges used in the Board’s initial valuation expectations. Please clarify whether these projected revenue multiples are the peer market multiples disclosed on page 144, which indicate an enterprise value to 2023 projected revenue multiple of 20.5x for Alternus versus that of its public market peers in the solar industry sector, which averages 19.5x.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 120 and 146 of the New Revised Preliminary
Proxy Statement.

Projected Financial Information, page 131

    3.
    We note your revised disclosure in response to prior comment 4. Please disclose here, if true, that the near-term projections the Board considered a material input to determine the valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) did not assume the divestment of assets or consummation of other material terms of the Solis bond waiver agreements.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 133 of the New Revised Preliminary Proxy
Statement.

Financial Statements, page F-1

    4.
    Please update the financial statements of Clean Earth Acquisitions Corp. and Alternus Energy Group PLC, along with the pro forma financial information and other financial information included in the Proxy in accordance with Rule 8-08 of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the financial statements of Clean Earth Acquisitions Corp. and Alternus
Energy Group PLC, along with the pro forma financial information and other financial information included in the Proxy in accordance with
Rule 8-08 of Regulation S-X.

If you have any questions, please feel free to contact me at (713)
651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions Corp.

United States securities and exchange commission logo
August 25, 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 August 14, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our August 9, 2023 letter.
Revised Preliminary Proxy Statement on Schedule 14A filed August 14, 2023
General
1.We note your response to prior comment 1 and are unable to concur with your analyses
under Rule 135 and Section 4(a)(2).  Please update your analysis to explain if and how a
different exemption would apply for the offers related to your non-redemption incentive
that began with the offer in the May 17, 2023 letter to shareholders.  Alternatively, please
tell us what steps the company will undertake to address any potential liability for these
offers.
Clean Earth's Board of Directors' Reasons for the Approval of the Business Combination
Financial Terms, page 118
2.We note your revised disclosure in response to prior comment 4 that in considering the

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 August 25, 2023 Page 2
 FirstName LastName
Aaron T.  Ratner
Clean Earth Acquisitions Corp.
August 25, 2023
Page 2
terms of the current Solis bond waiver agreement with respect to the Board’s
recommendation that the Company’s stockholders vote for the Business Combination, the
Board concluded, having reviewed and evaluated the impacts in terms of the near term
projections from 2023 to 2025, that even if bondholders of the Solis Bond did exercise
their right to immediately transfer ownership of Solis and all of its subsidiaries to the
bondholders, this would not materially move the enterprise value to projected revenue
multiples outside of the peer group ranges used in the Board’s initial valuation
expectations.  Please clarify whether these projected revenue multiples are the peer market
multiples disclosed on page 144, which indicate an enterprise value to 2023 projected
revenue multiple of 20.5x for Alternus versus that of its public market peers in the solar
industry sector, which averages 19.5x.
Projected Financial Information, page 131
3.We note your revised disclosure in response to prior comment 4.  Please disclose here, if
true, that the near-term projections the Board considered a material input to determine the
valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment)
did not assume the divestment of assets or consummation of other material terms of the
Solis bond waiver agreements.
Financial Statements, page F-1
4.Please update the financial statements of Clean Earth Acquisitions Corp. and Alternus
Energy Group PLC, along with the pro forma financial information and other financial
information included in the Proxy in accordance with Rule 8-08 of Regulation S-X.
            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.
            You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus Rodriguez,
Staff Accountant, at 202-551-3752 if you have questions regarding comments on the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben Smolij, Esq.

CORRESP
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August 14, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Clean Earth Acquisitions Corp.

    Revised Preliminary Proxy Statement on Schedule 14A

    Filed July 26, 2023

    File No. 001-41306

Ladies
and Gentlemen:

On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated August 9, 2023, relating to the Company’s Revised Preliminary
Proxy Statement on Schedule 14A filed via EDGAR on July 26, 2023 and referenced by File No. 001-41306.

The Company is concurrently
filing via EDGAR a further revised preliminary proxy statement on schedule 14A (the “New Revised Preliminary Proxy Statement”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Revised Preliminary Proxy Statement filed
July 26, 2023

General

 1. We note your response to prior comment 24, and your claimed reliance on the exemption in Securities
Act Section 4(a)(2). It remains unclear how the offer included in the non-redemption incentive contained in your May 17, 2023
letter to shareholders and the ongoing offers since May 17 have complied with Section 5 of the Securities Act. Given that no
registration statement was on file for these offers before they were made, please provide us with a complete analysis regarding how these
offers have complied with Section 4(a)(2) or another available exemption.

Response: Pursuant to the Staff’s
request, the Company respectfully advises the Staff that the letter to shareholders filed with the Commission on a Current Report on Form 8-K
on May 17, 2023 (the “Shareholder Letter”) did not constitute an offer to sell securities within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”), in the alternative, if the Shareholder Letter constituted an offer
to sell securities, such offer qualifies as a private placement, exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof.

The Shareholder Letter did not constitute an offer to sell within the meaning of the Securities Act. It merely constituted a notice of a future securities offering
under Rule 135.

  August 14, 2023

                         Page 2

Section 2(a)(3) of the Securities
Act defines “offer” expansively to include “every attempt or offer to dispose of, or solicitation of an offer to buy,
a security or interest in a security, for value.” However, Rule 135 provides a safe harbor where an issuer is merely giving
notice of a proposed registered offering. To this end, a notice of a proposed offering will not be deemed an offer if the notice: (1) includes
“a statement to the effect that it does not constitute an offer of any securities for sale; and (2) . . .includes no more than
the following information:

 (i) the name of the issuer;

 (ii) the title, amount and basic terms of the securities offered;

 (iii) the amount of the offering, if any, to be made by selling security holders;

 (iv) the anticipated timing of the offering;

 (v) a brief statement of the manner and the purpose of the offering, without naming the underwriters; and

 (vi) whether the issuer is directing its offering to only a particular class of purchasers[.]”

The Shareholder Letter complied with
both of Rule 135’s requirements. The Company respectfully calls the Staff’s attention to the relevant language of the Shareholder
Letter, which, in full, stated the following:

To
compensate our shareholders for their patience and support, and to incentivize ongoing commitment by encouraging up to $50 million of
CLIN shareholders to not redeem, we anticipate awarding 0.5 newco shares per 1.0 CLIN share not redeemed.  Obviously, the
grant will go only to the shareholders that do not exercise their redemption rights, up to $50 million in total.

First, the Company respectfully maintains
that this brief statement describing a potential non-redemption was anticipatory in nature, expressing only a future plan to potentially
award such shares. As such, there was no “attempt or offer to dispose of, or solicitation of an offer to buy” the shares.
Additional terms regarding record date, timing and election procedures were not established at the time of the letter and not included
in the Shareholder Letter. Second, this statement is in compliance with Rule 135, including Rule 135(A)(2)(v), providing a brief
statement of the purpose of the anticipated offering.

Third, whereas the foregoing excerpt
from the Shareholder Letter is found in plain typeface in the middle of the Shareholder Letter, disclaimer and cautionary language was
included in the Shareholder Letter beneath bolded and underlined headings including the following, highlighting for potential readers—including
the required legend per Rule135(A)(1)—that the Shareholder Letter was for informational purposes only and did not constitute an
offer to sell securities:

No Offer or
Solicitation

This press release is for informational
purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.

Further, cautionary language regarding
forward-looking statements was included for the protection of potential readers, which included, among other things:

Forward-Looking
Statements

The information in this press release
includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. federal
securities laws. Forward-looking statements can be identified by the use of forward-looking terminology such as . . . “anticipate,”
. . . . […] You are cautioned that forward-looking statements are not guarantees of future performance . . . . […] By their
nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future.

    2

  August 14, 2023

                         Page 3

Finally, we note for the Staff that
in a Current Report on Form 8-K filed with the Commission on July 26, 2023, the Company publicly disclosed the following, in
relevant part:

Item 1.01. Entry
Into a Material Definitive Agreement.

On July 24, 2023, Clean Earth Acquisitions
Corp., a Delaware corporation (the “Company”) and Alternus Energy Group Plc, a public limited company incorporated under the
laws of Ireland (“Alternus,” together with the Company the “Parties”) entered into a letter agreement (the “Letter
Agreement”), which, among other things, provided for the general terms of the non-redemption incentive (the “Non-redemption
Incentive”) to be offered to stockholders of the Company in connection with the forthcoming special meeting . . .
. (emphasis added)

The Company respectfully advises that
this Form 8-K, released more than two months after the Shareholder Letter, which references a non-redemption incentive “to
be offered” at a later time, further supports that the Company did not intend for the Shareholder Letter to constitute an offer
to sell such securities or dispose of them for value.

Accordingly, in consideration of the
Shareholder Letter’s anticipatory description of the non-redemption incentive, an express disclaimer under a bold and underlined
heading that no offer of securities was being made, and extensive cautionary language under a bold and underlined heading regarding the
nature of forward-looking language, the Company respectfully advises the Staff that the Shareholder Letter did not and does not, nor was
it the intent of the Company for the Shareholder Letter to, constitute an offer to sell securities within the meaning of the Securities
Act,

In addition, the Company respectfully
advised the Staff that its disclosures, limiting the eligible shareholders to those who do not redeem shares in connection with the proposed
business combination is in compliance with Rule 135(A)(2)(vi) as the class is defined.

Alternative 1: In the alternative,
if the Shareholder Letter constituted an offer to sell, it qualifies as a private placement, exempt from registration under the Securities
Act pursuant to Section 4(a)(2) thereof.

Pursuant to the Staff’s request,
the Company respectfully advises the Staff that the issuance of the non-redemption incentive shares is exempt from registration under
the Securities Act pursuant to Section 4(a)(2) thereof.

The SEC generally considers four factors
when determining whether an offering is a public offering: (i) the number of offerees; (ii) sophistication of the offerees;
(iii) relationship between the issuer and the offerees; and (iv) size and manner of the offering. See SEC Release No. 33-285
(January 24, 1935).

 (i) Number of
                                                                                                                                                offerees. The non-redemption incentive shares are anticipated to be offered only to the limited pool of stockholders of the
                                                                                                                                                Company existing as of July 20, 2023, the record date for the definitive proxy statement (the “Record Date”). Further, the pool of
                                                                                                                                                potential recipients has been inherently reduced from the time of the Company’s initial public offering to those shareholders
                                                                                                                                                who did not redeem their shares in connection with the Company’s special meeting held to extend the period of time
                                                                                                                                                for which the Company has to complete its initial business combination. In addition, the pool of potential recipients is further
                                                                                                                                                limited to those shareholders who do not elect to redeem their shares in connection with the Company’s special meeting for
                                                                                                                                                shareholders to approve the business combination. Furthermore, SPACs recently have been averaging redemption rates in excess of 90%
                                                                                                                                                of their outstanding, redeemable shares, further limiting the pool of offerees. See, e.g., Cameron McVie, The State of the SPAC
                                                                                                                                                Market, Russel Investments, April 27, 2023 (https://russellinvestments.com/us/blog/state-of-spac-market.

 (ii) Sophistication
                                            of the offerees. The prospective offerees are existing stockholders who have already purchased
                                            registered common stock of the Company. Further, those who chose not to redeem their shares,
                                            as shown above, implicitly make an informed, calculated decision to remain shareholders of
                                            the public company. See, e.g., Cameron McVie, The State of the SPAC Market, Russel
                                            Investments, April 27, 2023 (https://russellinvestments.com/us/blog/state-of-spac-market.
                                            Furthermore, the company has been a public reporting company since its initial public offering
                                            and investors have access to all required disclosures and information regarding the Company
                                            and the proposed business combination.

    3

  August 14, 2023

                         Page 4

 (iii) Relationship between the issuer and the offerees. The prospective offerees are limited to stockholders of the Company as of the Record Date. In addition, because the Company is a SPAC, the post-Business
Combination operations of the Company will be the current operations of Alternus, which have been extensively disclosed in the preliminary
proxy.

 (iv) Size and manner of the offering. Any potential issuance is limited to 2.5 million shares
of the post combination company, which constitutes less than roughly 6.1% of the post business combination stock, assuming maximum redemptions,
and less than roughly 5.3% of the post business combination stock, assuming no additional redemptions.

For the reasons stated above, the issuance
of the Newco Shares in connection with the non-redemption incentive is exempt from registration under the Securities Act pursuant to Section 4(a)(2).

 2. Please update your disclosure regarding the status of compliance of your public warrants with Nasdaq's
continued listing standards. In this regard, we note that on June 13, 2023, you received a Notification Letter from the Listing Qualifications
Department of NASDAQ Stock Market and were provided 45 calendar days from the date of the Notification Letter, or until July 28,
2023, to submit a plan to regain compliance with NASDAQ listing rule 5452(b)(C).

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 13 and 41 of the New Revised Preliminary Proxy Statement.

Unaudited Pro Forma Condensed Combined Financial
Information, page 64

 3. We note your revised disclosure in response to prior comment 27 that 1,000,000 shares of Clean Earth’s
Class A common stock are subject to non-redemption commitments contingent upon the close of the Business Combination, pursuant to
a certain subscription agreement between Clean Earth Acquisitions Sponsor LLC and an institutional investor, dated November 11, 2021.
Please disclose the material terms of this subscription agreement.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on pages 65 and 77 of the New Revised Preliminary Proxy Statement.

 4. We note your revised disclosure in response to prior comment 11 that the Board’s general validation
and comfort level of financial projections from 2026 to 2051 included the assumption that there would be no divestment of asset of Alternus
and the assumption that no material terms of the Solis bond waiver are consummated aside from the refinancing of the Solis debt prior
to September 30, 2023. Please also disclose whether the near-term projections the Board considered a material input to determine
the valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) assumed the divestment of assets or consummation
of other material terms of the Solis bond waiver agreements. In this regard, we note that under the current Solis bond waiver agreement,
Solis must fully repay the Bonds by September 30,

United States securities and exchange commission logo
August 9, 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 July 26, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 17, 2023 letter.
Revised Preliminary Proxy Statement filed July 26, 2023
General
1.We note your response to prior comment 24, and your claimed reliance on the exemption
in Securities Act Section 4(a)(2).  It remains unclear how the offer included in the non-
redemption incentive contained in your May 17, 2023 letter to shareholders and the
ongoing offers since May 17 have complied with Section 5 of the Securities Act.  Given
that no registration statement was on file for these offers before they were made, please
provide us with a complete analysis regarding how these offers have complied with
Section 4(a)(2) or another available exemption.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 August 9, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
August 9, 2023
Page 2
Summary of the Proxy Statement
Stock Exchange Listing, page 12
2.Please update your disclosure regarding the status of compliance of your public warrants
with Nasdaq's continued listing standards.  In this regard, we note that on June 13, 2023,
you received a Notification Letter from the Listing Qualifications Department of
NASDAQ Stock Market and were provided 45 calendar days from the date of the
Notification Letter, or until July 28, 2023, to submit a plan to regain compliance
with NASDAQ listing rule 5452(b)(C).
Unaudited Pro Forma Condensed Combined Financial Information, page 64
3.We note your revised disclosure in response to prior comment 27 that 1,000,000 shares of
Clean Earth’s Class A common stock are subject to non-redemption commitments
contingent upon the close of the Business Combination, pursuant to a certain subscription
agreement between Clean Earth Acquisitions Sponsor LLC and an institutional investor,
dated November 11, 2021.  Please disclose the material terms of this subscription
agreement.
Projected Financial Information, page 131
4.We note your revised disclosure in response to prior comment 11 that the Board’s general
validation and comfort level of financial projections from 2026 to 2051 included the
assumption that there would be no divestment of asset of Alternus and the assumption that
no material terms of the Solis bond waiver are consummated aside from the refinancing of
the Solis debt prior to September 30, 2023.  Please also disclose whether the near-term
projections the Board considered a material input to determine the valuation of Alternus
(2022 to 2025 for the BCA and 2023 to 2025 for the Amendment) assumed the divestment
of assets or consummation of other material terms of the Solis bond waiver agreements.
In this regard, we note that under the current Solis bond waiver agreement, Solis must
fully repay the Bonds by September 30, 2023, and if Solis is unable to fully repay the
Bonds by September 30, 2023, 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 $158,000,000).  We also note your disclosure that in addition to the
potential refinancing of the bond, the company has engaged a leading global firm to
support a potential sale of some or all of the assets. As it appears the terms of the current
Solis bond waiver agreement could impact the projected financial information and
valuation of Alternus, please discuss whether the Clean Earth Board has considered such
terms with respect to its recommendation to Clean Earth stockholders to approve the
business combination.  Please also provide related risk factor disclosure.
            You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus Rodriguez,
Staff Accountant, at 202-551-3752 if you have questions regarding comments on the financial

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 August 9, 2023 Page 3
 FirstName LastName
Aaron T.  Ratner
Clean Earth Acquisitions Corp.
August 9, 2023
Page 3
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben Smolij, Esq.

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

United States securities and exchange commission logo
July 17, 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 June 26, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 8, 2023 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.
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

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 July 17, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 2
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 Non-
redemption Incentive throughout your filing for accuracy and consistency.
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.
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.
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

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 July 17, 2023 Page 3
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 3
meeting in May 2023.
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.
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.

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 Non-
redemption Incentive Program under the Assuming No Redemptions and Assuming
Maximum Redemptions scenarios.
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 non-
recurring 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.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 July 17, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 4
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.
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.
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 produced)).  Please disclose the material assumptions underlying
these projections.
Information about Alternus
Legal Proceedings, page 198
13.We note your disclosure that you accrued a liability for a loss contingency related to the
arbitration claim filed by Solartechnik against you on May 4, 2023.  However, you also
disclose that no estimate of a possible loss or range of loss can be made and that it is
reasonably possible that the potential loss may exceed your accrued liability.  If you
intended to indicate that you were unable to determine an estimate of possible additional
loss or range of additional loss in excess of amounts accrued, please revise your disclosure
both here and in Note 21 on page F-115 to clarify.  If otherwise, please explain how you
determined the amount of the accrual recognized in your unaudited financial statements
for the quarter ended March 31, 2023.  Refer to ASC 450-20-25-2.
Key Metrics
Megawatt hours sold, page 205
14.Your disclosure in the table on page 205 regarding the total megawatt hours sold during
the three months ended March 31, 2023 does not appear to reflect the total hours sold
indicated for each of the countries in the table.  Please advise.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 July 17, 2023 Page 5
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 5
Alternus Management's Discussion and Analysis of Financial Condition and Results of
Operations
Consolidated Results of Operations
Interest Expense, Other Income, and Other Expense, page 212
15.Your disclosure states that total other expenses increased $406 thousand for the period
ended March 31, 2023 compared to the same period in 2022, however, total other
expenses actually increased $296 thousand.  Please revise your disclosure as appropriate.
Liquidity and Capital Resources, page 212
16.You are required to repay the Solis bond in full by September 30, 2023 as a condition of
the temporary waiver of your breach of all three financial covenants.  Revise to disclose
the material terms of the temporary waiver granted until September 30, 2023.  Disclose
that this debt is now classified as a current liability, management's plans to repay or
refinance this debt by September 30, 2023 and the status of any actions taken to refinance
this debt through the most recent date practicable.
Liquidity Position, page 214
17.We note your revised disclosure in response to prior comment 16 and reissue the comment
in part.  Please revise your disclosure here to describe all material terms of the Solis
bonds, including the terms of the three financial covenants that Solis Bond Company
DAC (Solis) was in breach of as of December 31, 2022.  We note you have included some
of this disclosure on pages F-59 and F-75.
Cash Flow Discussion, page 215
18.The amounts of net cash provided by operating and investing activities and the effect of
exchange rate changes on cash you present in the table on page 215 for the three months
ended March 31, 2023 compared to 2022 do not agree with the amounts presented in your
statements of cash flows for those quarterly periods.  Please revise these amounts and
provide a discussion of the reasons for changes between periods for the corrected
amounts.
Alternus Energy Group Public Limited Company and Subsidiaries
Consolidated Statement of Cash Flows, page F-88
19.You have an adjustment for interest expense to reconcile your net loss to net cash used in
operating activities for the periods ended March 31, 2023 and March 31, 2022.  Please
revise the description of this line item or disclose why it is appropriate to add back interest
expense to your operating cash flows for the periods ended March 31, 2023 and March 31,
2022.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 July 17, 2023 Page 6
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
July 17, 2023
Page 6
Unaudited Interim Financial Statements of LJG Green Source Energy Beta SRL, page F-151
20.We note you revised your unaudited balance sheet as requested in comment 20.  However,
we note you also revised your statements of retained earnings to provide a statement of
retained earnings for the year ended December 31, 2020.  Please revise to
provide unaudited interim statements of retained earnings for the period from January 1,
2021 to March 31, 2021 compared to the comparable prior year interim period from
January 1, 2020 to March 31, 2020.
21.We also note you labeled the information for the year ended December 31, 2020 presented
in your balance sheet, statement of retained earnings and in the notes to your financial
statements as audited.  Please revise to remove this label as although the information for
the year ended December 31, 2020 is derived from your audited financial statements for
that year, it is not covered by an audit report.
Unaudited Interim Financial Statements for the SIG 24 Portfolio, page F-179
22.We note you revised your unaudited balance sheet as requested in comment 21.  However,
we note you also revised your statements of shareholders' equity (deficit) to provide a
statement of shareholders' equity (deficit) for the year ended December 31, 2020.  Please
revise to provide unaudited interim statements of retained earnings for the period from
January 1, 2021 to September 30,2021 compared to the comparable prior year interim
period for the period from January 1, 2020 to September 30, 2020.
Unaudited Interim Financial Statements of Solarpark Samas Sp. Z.O.O., page F-205
23.We note you revised your unaudited balance sheet as requested in comment 22.  However,
we note you also revised your statements of changes in shareholders' equity (deficit) to
provide a statement of shareholders' equity (deficit) for the year ended December 31,
2020.  Please revise to provide unaudited interim statements of retained earnings for the
period from January 1, 2021 to June 30,2021 compared to the comparable prior year
interim period for the period from January 1, 2020 to June 30, 2020.
General
24.We note your revised disclosure in response to prior comment 23 that non-redemption
shares awarded pursuant to the non-redemption incentive will be issued on a private
placement basis, and the Company anticipates that it will register such shares for resale on
a registration statement following the closing.  Please tell us the exemption from
registration that you intend to rely on for the offer and sal

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
June 8, 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 May 15, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.
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

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 June 8, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 2
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, 37, 39,
142, 143, 144, 145, 152, 159 and 217 to reflect these new developments as appropriate.
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.”
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.
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.
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 to

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 June 8, 2023 Page 3
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 3
describe such impact.  For example, we note in your response letter your reference to the
imposition of energy price caps in Poland.
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.
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.
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.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 June 8, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 4
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.
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.
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.
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 Board
considered the 2022-2025 projections as part of its process in order to determine the
valuation of Alternus.  Please clarify whether the Clean Earth board of directors relied on
projections beyond such period in its determination to enter into the business combination
agreement or the amendment to such agreement.
14.We note your response to prior comment 28 that the revised projections that served as the
basis for the revised valuation are the projections included in the prospectus.  Please also
include in the proxy statement the projections and material assumptions relied upon by the
Clean Earth board of directors in its determination to enter into the business combination
agreement, and relied upon by the fairness advisor in rendering the fairness opinion.
Supplement this disclosure by also explaining the material differences between these
projections and the revised projections, such as the different assumptions used. With
respect to the extended projections through December 31, 2051 reviewed by the fairness
advisor in order to prepare a Discounted Cash Flow Analysis as part of its process for
rendering its fairness opinion, please tell us your basis for not disclosing such projections
and the material assumptions and limitations underlying such projections. For example,
please provide your analysis as to whether such projections are material. In that regard, we

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 June 8, 2023 Page 5
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 5
note your response that Cabrillo Advisors reviewed Alternus' projections from 2022-2025
as well as Alternus' extended projections through December 31, 2051 in order to prepare a
Discounted Cash Flow Analysis as part of its process for rendering its fairness opinion,
and as such, relied on such projections among other inputs.
15.Please disclose whether the projected financial information assumes the divestment of
assets or consummation of other material terms of the Solis bond waiver agreements.  In
addition, please disclose whether the board of directors considered such bond waiver
terms, including their impact on liquidity and the projections, in recommending that the
Clean Earth stockholders approve the business combination.
Liquidity Position, page 191
16.We note your response to prior comment 14, and reissue such comment in part.  In that
regard, we note your disclosure that as of December 31, 2022, Solis Bond Company DAC
(Solis), was in breach of the three financial covenants under Solis’ Bond terms.  Please
disclose all material terms of such Solis bonds, including the terms of such three financial
covenants.
Financial Statements
General, page F-1
17.Please update the financial statements of Clean Earth Acquisition Corp. and Alternus
Energy Group PLC, the unaudited pro forma financial information and other financial
information.  Refer to Item 8-08 of Regulation S-X.
Alternus Energy Group Public Limited Company and Subsidiaries
Consolidated Statement of Operations and Comprehensive Income/(Loss) for the Years Ended
December 31, 2022 and 2021, page F-28
18.We considered your response to comment 34.  It appears that incurring development costs
and making decisions regarding whether to proceed with the development and/or
acquisition of the related projects or whether to write-off of development costs related to a
particular project or projects for economic or other reasons are activities that are part of
your ongoing operations as an independent power producer.  As such, we continue to
believe that the write-off of development costs represents normal operating costs
associated with your business.  Please revise to reclassify these costs to be presented
within operating income.
Note 3. Summary of Significant Accounting Policies
Development Cost, page F-43
19.In your response to comment 35 you stated that the Polish government enacted emergency
legislation that imposed a price cap on energy which reduced the expected value of the
energy projects and you decided to abandon these projects.  In Note 18 you disclose that
approximately $11.9 million of the $23.9 million in development costs written-off in 2022

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 June 8, 2023 Page 6
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
June 8, 2023
Page 6
related to Project 1 located in Poland.  Project 2 appears to be located in Italy and Project
3 appears to be located in Spain.  As previously requested, disclose the material
government actions, laws, policies or budgetary constraints that led to the development
cost write-off of the other $12 million in 2022.
Unaudited Interim Financial Statements of LJG Green Source Energy Beta SRL, page F-96
20.We note you revised your unaudited statements of operations, retained earnings and cash
flows as requested in comment 36.  However, we note you also revised your balance sheet
for the interim period ended March 31, 2021 to be compared to the prior year interim
period ended March 31, 2020.  Revise to include an unaudited interim balance sheet for
the interim period ended March 31, 2021 compared to a balance sheet for the prior year
ended December 31, 2020.  Refer to Item 8-03 of Regulation S-X.
Unaudited Interim Financial Statements for the SIG 24 Portfolio, page F-124
21.Please revise to include an unaudited interim balance sheet for the interim period ended
September 30, 2021 compared to a balance sheet for the prior year ended December 31,
2020.  Refer to Item 8-03 of Regulation S-X.

Unaudited Interim Financial Statements of Solarpark Samas Sp. Z.O.O., page F-150
22.We note you revised your unaudited statements of operations, retained earnings and cash
f

CORRESP
1
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

      2

 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

      3

 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.

      4

 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

      5

 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.

      6

 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

United States securities and exchange commission logo
May 9, 2023
Aaron T. Ratner
Chief Executive Officer
Clean Earth Acquisitions Corp.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, TX
Re:Clean Earth Acquisitions Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 8, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have completed our review of your PRE 14A filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Ben Smolij, Esq.

CORRESP
1
filename1.htm

May 8, 2023

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

    Re:
    Clean Earth Acquisitions Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed April 26, 2023

    File No. 001-41306

Ladies and Gentlemen:

On behalf of our client, Clean
Earth Acquisitions Corp. (the “Company”), we are writing to submit the Company’s response to the comments of
the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”) set forth in its letter, dated May 8, 2023, relating to the Company’s Preliminary Proxy
Statement on Schedule 14A filed via EDGAR on April 26, 2023.

The Company is concurrently
filing via EDGAR Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (the “Amendment No. 1”),
which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Preliminary Proxy Statement on Schedule
14A filed April 26, 2023

Risk Factors

We may not be able to complete an initial Business Combination if it becomes subject to review or approval by regulatory authorities,
page 20

 1. Please revise to disclose whether your sponsor is, is controlled by, or has substantial ties with a
non-U.S. person. In this regard, we note the disclosure in the PREM14A filed for your initial business combination with Alternus Energy
Group Plc that Clean Earth Acquisitions Sponsor LLC, may be deemed to be controlled by or have substantial ties with a non-U.S. person
given that David Saab, a managing member of the Company’s sponsor, is a citizen of France. In addition, address how this fact could
impact your ability to complete your initial business combination. Also revise to disclose that the pool of potential targets with which
you could complete an initial business combination may be limited as a result of the risk that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as CFIUS.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on page 21 of Amendment No. 1 to address the Staff’s comment by adding
the below risk factor.

We may be deemed a “foreign
person” under the regulations relating to CFIUS, and our failure to obtain any required approvals within the requisite time period
may require us to liquidate.

Our Sponsor, Clean
Earth Sponsor Acquisitions LLC, may be deemed to be controlled by or have substantial ties with a non-U.S. person, given that David Saab,
a managing member of the Sponsor, is a citizen of France. If CFIUS were to consider us to be a “foreign person” and believe
that the business of an initial Business Combination target may affect national security, we could be subject to foreign ownership restrictions
and/or CFIUS review. If a potential Business Combination falls within the scope of applicable foreign ownership restrictions, we may be
unable to consummate an initial Business Combination. In addition, if a potential initial Business Combination falls within CFIUS’s
jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with an
initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination.

   May 8,
                                            2023

                                            Page 2

If we are determined
to be a “foreign person” and subject to CFIUS review, CFIUS may decide to block or delay a potential initial Business Combination,
impose conditions to mitigate national security concerns with respect to a potential initial Business Combination, order us to divest
all or a portion of a U.S. business of the potential combined company if we had proceeded without first obtaining CFIUS clearance, or
impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other
U.S. government entities may impose review or approval procedures on account of any potential foreign ownership by the Sponsor.

As a result, the
pool of potential targets with which we could complete an initial Business Combination may be limited due to such regulatory restrictions.
Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to
complete an initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us
to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless. This
will also cause you to lose any potential investment opportunity in a potential initial Business Combination and the chance of realizing
future gains on your investment through any price appreciation in the combined company.

General

 2. We note your disclosure in the meeting notice and on page 1 that your IPO prospectus and existing
charter provide that you have until May 28, 2023 (the "Termination Date") to complete a business combination, and that
pursuant to the IPO prospectus, if you are unable to complete your Business Combination by the Termination Date, you may elect to extend
the time to consummate your business combination once, by three months, for a total of 18 months, by depositing $0.10 per share, into
the Trust Account. However, we note that Section 9.2(d) of your Second Amended and Restated Certificate of Incorporation references
18 months from the closing of the IPO (i.e., August 28, 2023) to complete your initial business combination. Please revise your disclosure
to reconcile this inconsistency. Please ensure that your revised disclosure clarifies the current date by which you must consummate your
initial business combination, and how your Charter Amendment Proposal and Trust Amendment Proposal amend such date.

Response: The Company acknowledges
the Staff’s comment and has revised disclosures on the meeting notice, cover page and pages 3, 8, and 27 of Amendment
No. 1 to address the Staff’s comment.

If you have any questions,
please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

      

    /s/ Michael J. Blankenship

    Michael J. Blankenship

    cc:
    Aaron T. Ratner, Chief Executive Officer, Clean Earth Acquisitions Corp.

United States securities and exchange commission logo
May 8, 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 April 21, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 21, 2023 letter.
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.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 2
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.
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.
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.
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.
Ownership of the Company following the Business Combination, page 4
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

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 3
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 3
presented in this table or revise the table, as appropriate.  Please also see related comment
below.
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.
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.
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.
Risk Factors
Risks Related to Alternus' Business and Industry, page 16
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.
Atlernus' 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.
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.
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 temporary

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 4
waiver 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.
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.
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 us why no revision is required.
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.
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.
The Proposed Charter will provide, subject to limited exceptions, that the Court of Chancery will
be the sole and exclusive forum..., page 49
18.We note your response to prior comment 15 and your revised disclosure regarding the

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 5
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 5
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.
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.
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.
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.
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.
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 net
loss per share for the year ended December 31, 2022 presented in footnote 5.(e) does not
agree with the amounts presented in your pro forma statement of operations.  Please
revise.
The Business Combination Proposal
Pro Forma Capitalization, page 81

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 May 8, 2023 Page 6
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
May 8, 2023
Page 6
24.Please tell us how you derived the percentages of ownership expected to be held by your
public shareholders, your initial shareholder and Alternus, at the closing of the business
combination, assuming no redemptions, and also assuming maximum redemptions.
Please reconcile these percentages to the information presented in footnote 5. (e) to the
pro forma financial information on page 73.
Background of the Business Combination, page 89
25.We note your revised disclosure in response to prior comment 22 and reissue the comment
in part.  Please revise to clarify the projections relied upon by the Clean Earth board of
directors in its determination to enter into the business combination agreement.  In
addition, please tell us whether the projections relied upon by the fairness advisor in
rendering the fairness opinion are presented in your amended proxy statement.
26.We note your disclosure on page 119 that the projections included in the materials
provided included projected revenue through 2051, but Clean Earth believes that the
projections through 2025 represents the key period of such projections and accordingly
has only included the projections for such period.  With a view toward disclosure, please
tell us the following information:

•why Clean Earth believes that the projections through 2025 represent the key period
of such projections;
•whether the Clean Earth board of directors relied on the projections beyond such
period in its determination to enter into the business combination agreement or the
amendment to such agreement; and
•whether the fairness advisor relied upon the projections beyond such period in
rendering its fairness opinion.

We may have additional comments.
27.We note your response to prior comment 24.  We also note your revised disclosure on
page 106 stating that on April 18, 2023, Clean Earth entered into a Committed Capital On
Demand agreement (the “CCOD Agreement”) with Jones Group Ventures LLC (“Jones”),
and that the size of the CCOD will be mutually agreed upon by Clean Earth and Jones at a
later date.  Please revise your disclosure to describe the material terms of the CCOD
Agreement.
28.We note your disclosure on page 105 that during the first quarter of 2023, Clean Earth
management and Alternus management reviewed project development, acquisition and
investment strategies, which led the parties to reevaluate Alternus’ valuation for purposes
of the Business Combinatio

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
February 21, 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.
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2023
File No. 001-41306
Dear Aaron T. Ratner:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
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.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 2
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 2
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.
3.Please revise your table presenting possible sources of dilution to include a presentation
reflecting the dilutive impact of the Earn Out Shares.
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.
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.
Q: May the Sponsor, the initial stockholder or the Company's directors or officers or their
affiliates purchase shares or public warrants, page xxiv
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.
Structure of the Business Combination, page 2
7.Please disclose in this section the material terms of the business combination agreement

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 3
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 3
relating to vesting of the Earnout Shares.
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.
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.
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.
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.
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.
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.

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 4
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 4
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.
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.
16.It appears that substantially all of your assets and a majority of your directors and officers
are located outside the United States.  Please include related risk factor disclosure
addressing the impact to U.S. stockholders on their ability to effect service of process,
enforce judgments, and bring original actions in foreign courts to enforce liabilities based
on U.S. laws, including U.S. federal securities laws.
A significant portion of our total outstanding shares are restricted from immediate resale but may
be sold, page 39
17.We note your disclosure here that under registration rights agreements included in the
Investor Rights Agreement entered into with the Sponsor and Alternus, among other
things, stockholders will be entitled to customary registration rights following their
respective lock-up periods.  We also note your disclosure on page 219 that pursuant to the
terms of the Investor Rights Agreement, the Company will be obligated to, among other
things, register for resale such securities that are held by the parties thereto from time to
time.  Please revise to disclose the amount of shares of common stock which will be

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 5
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 5
subject to resale registration rights.
Clean Earth and Alternus have incurred and expect to incur significant transaction and transition
costs, page 45
18.We note your disclosure that Clean Earth and Alternus have incurred and expect to incur
significant transaction and transition costs in connection with the business combination.
Please quantify these costs.
Background of the Business Combination, page 89
19.We note your disclosure that after initial vetting, the deal team documented a total of 105
potential targets, and that Clean Earth deal team’s preliminary due diligence of these
potential targets progressed to various stages, with secondary stages including signing
non-disclosure agreements.  We further note the deal team next developed a list of four
finalists and met in person with executives of three of the four finalists to confirm analysis
and fit with Clean Earth’s selection criteria and mutual goals, and that based on this final
stage of vetting, recommended that the Board move forward with Alternus to sign a letter
of intent.  Please expand your discussion in this section to describe the process utilized to
evaluate the other four finalists. Please discuss the information gathered, how and by
whom it was evaluated, the negotiations, if any, which occurred, and any alternative offers
that were made or received.  Your disclosure should clearly describe the reasons you did
not consider any alternative proposal.
20.We note your disclosure that, during April and May 2022, informal discussions took place
between Clean Earth’s deal team and Alternus management, concerning a letter of intent,
including a minimum valuation and percentage ownership mutually acceptable as a
baseline, levels of debt being sought to complete projects in the existing pipeline and any
desired equity and cash.  These discussions appear to have taken place prior to and during
the Clean Earth deal team's vetting of the other potential targets.  Please expand your
disclosure in this regard.
21.We note your disclosure that on August 4, 2022 there were discussions in New York City
with Alternus, Clean Earth and JonesTrading, at which, among other things, the parties
addressed framing the terms of the Business Combination Agreement based on the letter
of intent, including addressing the terms of an earnout based on the most recent valuation,
and adding an implied share price as an earnout target to take into account scenarios
where target EBITDA would be obtained, but market conditions may result in share price
targets not being achieved in the same timeframe.  Please expand your disclosure to
include a more detailed description of the negotiations surrounding this earnout
consideration, including how the earnout consideration component came about and how
the parties ultimately agreed on the earnout consideration of up to 35,000,000 Earn Out
Shares.
22.You disclose that, on May 10, 2022, Alternus provided four-year financial projections
from 2022-2025 to Clean Earth.  You also disclose that the valuation of Alternus was

 FirstName LastNameAaron T.  Ratner
 Comapany NameClean Earth Acquisitions Corp.
 February 21, 2023 Page 6
 FirstName LastNameAaron T.  Ratner
Clean Earth Acquisitions Corp.
February 21, 2023
Page 6
based, in part, on the forecast provided by Alternus and that, in supporting its decision to
enter into the Business Combination Agreement and the Transactions, the Board
considered, among other factors, Alternus' projections.  Please revise to clarify whether
these references to Alternus' projections relate to the four-year projections from 2022-
2025 provided by Alternus to Clean Earth or to other additional projections.  In addition,
please revise to clarify the projections relied upon by the fairness advisor in rendering the
fairness opinion. We may have additional comments.
23.Revise to clearly identify the representatives or members of management who participated
in the referenced meetings and discussions.  As examples, we note your general references
to "Clean Earth, "Alternus," "Alternus management," and "Clean Earth management."
24.We note your disclosure that, on August 10, 2022, Clean Earth and JonesTrading executed
an engagement letter confirming the retention of JonesTrading as financial advisor and as
placement agent with respect to potential future financing in connection with the Business
Combination.  We also note you disclose that at a meeting of the Board of Directors on
September 6, 2022, JonesTrading made a presentation to the Board of Directors
concerning a Committed Capital on Demand equity facility to prov

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

February 18, 2022

VIA EMAIL & EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Dougherty

    Re:
    Clean Earth Acquisitions Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-261201

Dear Mr. Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins the Company’s request that the effective date of the above-captioned Registration Statement be accelerated by the Securities
and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time on February 23, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 450 copies of the
preliminary prospectus dated February 9, 2022 have been distributed to prospective
underwriters, dealers, institutional investors and others.

The undersigned advises that the several underwriters have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    Citigroup Global Markets inc.

    By:
    /s/ Stephen M. Trauber

    Name:
    Stephen M. Trauber

    Title:
    Vice Chairman & Co-Global
Head of Natural Resources & Clean Energy Transition

[Signature
Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CLEAN
EARTH ACQUISITIONS CORP.

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

February 18, 2022

VIA
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Kevin Dougherty

    Re:
    Clean Earth Acquisitions Corp.

    Registration Statement on Form S-1

    Filed November 18, 2021

    File No. 333-261201

Acceleration Request:

Requested Date: February 23, 2022

Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Dougherty:

Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Clean Earth Acquisitions Corp. (the
 “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-261201) (the “Registration Statement”) so that it may become effective at the “Requested
Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Please call Karen J. Garnett of Proskauer Rose
LLP at (202) 416-6850 to provide notice of the effectiveness of the Registration Statement.

[Signature page follows]

    CLEAN EARTH ACQUISITIONS CORP.

    By:
    /s/ Aaron T. Ratner

    Name: Aaron T. Ratner

    Title: Chief Executive Officer

[Signature
Page – Company Acceleration Request]

CORRESP
1
filename1.htm

CLEAN EARTH ACQUISITIONS CORP.

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

January 20, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Dougherty

Re:           Clean
Earth Acquisitions Corp.

Registration Statement on Form S-1

Filed November 19, 2021

File No. 333-261201

Dear Mr. Dougherty:

Reference is made to our letter, filed as correspondence
via EDGAR on January 14, 2022, in which we requested acceleration of the effective date of the above-referenced Registration Statement
for Wednesday, January 19, 2022 at 4:00 pm Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time,
and we hereby formally withdraw our request for acceleration of the effective date.

Should you have any questions, please contact Karen
J. Garnett of Proskauer Rose LLP at (202) 416-6850.

[Signature page follows]

    CLEAN EARTH ACQUISITIONS CORP.

    By:
    /s/ Aaron T. Ratner

    Name:
    Aaron T. Ratner

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

January 14, 2022

VIA EMAIL & EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Dougherty

    Re:
    Clean Earth Acquisitions Corp. (the “Company”)

    Registration Statement on Form S-1

    File No. 333-261201

Dear Mr. Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby
joins the Company’s request that the effective date of the above-captioned Registration Statement be accelerated by the Securities
and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time on January 19, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Proskauer Rose LLP, request by telephone that such Registration
Statement be declared effective.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 450 copies of the
preliminary prospectus dated January 7, 2022 have been distributed to prospective
underwriters, dealers, institutional investors and others.

The undersigned advises that the several underwriters have complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

    Very truly yours,

    Citigroup Global Markets inc.

    By:
    /s/ Stephen M. Trauber

    Name:
    Stephen M. Trauber

    Title:
    Vice Chairman & Co-Global
Head of Natural Resources & Clean Energy Transition

[Signature
Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CLEAN
EARTH ACQUISITIONS CORP.

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas 78738

January 14, 2022

VIA
EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Kevin Dougherty

    Re:
    Clean Earth Acquisitions Corp.

    Registration Statement on Form S-1

    Filed November 18, 2021

    File No. 333-261201

Acceleration Request:

Requested Date: January 19, 2022

Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Dougherty:

Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Clean Earth Acquisitions Corp. (the
 “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-1 (File No. 333-261201) (the “Registration Statement”) so that it may become effective at the “Requested
Date” and “Requested Time” set forth above, or as soon thereafter as practicable.

Please call Karen J. Garnett of Proskauer Rose
LLP at (202) 416-6850 to provide notice of the effectiveness of the Registration Statement.

[Signature page follows]

    CLEAN EARTH ACQUISITIONS CORP.

    By:
    /s/ Aaron T. Ratner

    Name: Aaron T. Ratner

    Title: Chief Executive Officer

[Signature
Page – Company Acceleration Request]

United States securities and exchange commission logo
November 2, 2021
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.
Draft Registration Statement on Form S-1
Submitted October 27, 2021
CIK No. 0001883984
Dear Mr. Ratner:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Anh Q. Tran