Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 16, 2023

CLEAN EARTH ACQUISITIONS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-1883984

87-1431377

(State or other jurisdiction

of incorporation)

(Commission File
.Number)

(I.R.S. Employer

Identification No.)

12600 Hill Country Blvd, Building R, Suite 275

Bee Cave, Texas

78738

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 508-1531

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, one right, and one-half of one redeemable warrant	CLINU	The Nasdaq Stock Market LLC

Class A common stock included as part of the units, par value $0.0001 per share	CLIN	The Nasdaq Stock Market LLC

Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A common stock	CLINR	The Nasdaq Stock Market LLC

Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CLINW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement.

In reference to and in accordance with the business combination agreement dated as of October 12, 2022, as amended (the “Business Combination Agreement”), to which 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”) are parties, on November 16, 2023, the Company and Alternus executed a mutual written consent (the “Written Consent”) pursuant to which the Company and Alternus agreed, pursuant to Section 7.03(b) of the Business Combination Agreement, to extend the Termination Date (as defined in the Business Combination Agreement) to May 28, 2024. The foregoing description of the Written Consent is qualified in its entirety by reference to the full text of the Written Consent, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit

2.1		Written Consent Pursuant to the Business Combination Agreement.
104		The cover page of this Current Report on Form 8-K, formatted in Inline XBR.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2023

	Clean Earth Acquisitions Corp.

	By:	/s/ Aaron T. Ratner
		Name: Aaron T. Ratner
		Title: Chief Executive Officer

Exhibit 2.1

WRITTEN CONSENT PURSUANT TO THE BUSINESS COMBINATION AGREEMENT

November 16, 2023

This Written Consent pursuant to the Business Combination Agreement dated as of October 12, 2022 (the “Business Combination Agreement”), as amended by that certain First Amendment to the Business Combination Agreement, dated as of April 12, 2023 (the “First Amendment to the Business Combination Agreement”), is entered into between Clean Earth Acquisitions Corp., a Delaware corporation (“Purchaser”) and Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (“Seller”). All capitalized terms used herein but not defined shall have the meanings assigned to them in the Business Combination Agreement.

WHEREAS, Purchaser and Seller are parties to that certain Business Combination Agreement.

WHEREAS, both Seller and Purchaser have the option to terminate the Business Combination Agreement if the Closing shall not have occurred by November 28, 2023 (the “Termination Date”), provided, that the Termination Date may be extended to a later date by mutual written consent of Purchaser and Seller.

NOW, THEREFORE, BE IT RESOLVED the undersigned, being authorized officers of Purchaser and Seller, do hereby consent, pursuant to Section 7.03(b) of the Business Combination Agreement, to extend the Termination Date to May 28, 2024.

[signature page to follow]

IN WITNESS WHEREOF, the parties have executed and delivered this Written Consent on the date first written above.

	CLEAN EARTH ACQUISITIONS CORP.

	By:	/s/ Aaron T. Ratner
	Name:	Aaron T. Ratner
	Title:	Chief Executive Officer

	ALTERNUS ENERGY GROUP PLC

	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer