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.
Aaron T. Ratner
FirstName
Clean EarthLastNameAaron T. Ratner
Acquisitions Corp.
Comapany
August NameClean Earth Acquisitions Corp.
9, 2023
August
Page 2 9, 2023 Page 2
FirstName LastName
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
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,
FirstName LastNameAaron T. Ratner
Division of
Corporation Finance
Comapany NameClean Earth Acquisitions Corp.
Office of Energy &
Transportation
August 9, 2023 Page 3
cc: Ben Smolij, Esq.
FirstName LastName