Clean Earth and Alternus Energy Announce Continuation of Business Combination Close Process

NEW YORK & DUBLIN, 12 December 2023 - Clean Earth Acquisition Corp. (Nasdaq:
CLIN) ("Clean Earth" or the "Company"), announced today that the conditions to
closing the business combination (the "Business Combination") between Clean
Earth and Alternus Energy Group Plc, a public limited company incorporated under
the laws of Ireland, (OSE: ALT, "Alternus") have not yet been satisfied and the
business combination has not closed, as described in the definitive proxy
statement/prospectus filed by the Company with the SEC on November 14, 2023 (the
"Proxy Statement/Prospectus"). The parties are working together to expeditiously
satisfy such closing conditions, including obtaining the approval of Nasdaq to
list the post-combination company's common stock following the closing of the
business combination. There can be no assurance that the business combination
will be consummated within the time period required by Clean Earth's governing
documents, which currently provide that Clean Earth must consummate its initial
consummation by May 28, 2024. 
 
About Clean Earth Acquisitions Corp.
 
Clean Earth Acquisitions Corp. is a blank check company formed for the purpose
of effecting a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one
or more businesses or entities, focused on identifying and developing a
strategic partnership with a business that participates in the global energy
transition ecosystem that is facilitating the way that energy is produced,
stored, transmitted, distributed, and consumed, all while reducing or mitigating
greenhouse gas emissions. For more information visit
www.cleanearthacquisitions.com.
 
About Alternus Energy Group
 
Alternus is a transatlantic clean energy independent power producer.
Headquartered in Ireland, we currently develop, install, own, and operate
utility scale solar parks in Europe and the US. Our highly motivated and dynamic
team at Alternus have achieved rapid growth in recent years. Building on this,
our goal is to reach 3GW of operating projects within five years through
continued organic development activities and targeted strategic opportunities.
Our vision is to become a leading provider of 24/7 clean energy delivering a
sustainable future of renewable power with people and planet in harmony. For
more information visit www.alternusenergy.com.
  
Forward-Looking Statements
 
Certain statements included in this notice that are not historical facts are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements are sometimes accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding Alternus' growth, prospects and the
market for solar parks and other renewable power sources. These statements are
based on various assumptions, whether or not identified in this notice, and on
the current expectations of the respective management teams of Alternus and
Clean Earth and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the control of
Alternus and Clean Earth.
 
These forward-looking statements are subject to a number of risks and
uncertainties, including: the impact of reduction, modification or elimination
of government subsidies and economic incentives (including, but not limited to,
with respect to solar parks); the impact of decreases in spot market prices for
electricity; dependence on acquisitions for growth in Alternus' business;
inherent risks relating to acquisitions and Alternus' ability to manage its
growth and changing business; risks relating to developing and managing
renewable solar projects; risks relating to photovoltaic plant quality and
performance; risks relating to planning permissions for solar parks and
government regulation; Alternus' need for significant financial resources
(including, but not limited to, for growth in its business); the need for
financing in order to maintain future profitability; the lack of any assurance
or guarantee that Alternus can raise capital or meet its funding needs;
Alternus' limited operating history; risks relating to operating
internationally, include currency risks and legal, compliance and execution
risks of operating internationally; the potential inability of the parties to
successfully or timely consummate the proposed business combination; the risk
that any regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination; the approval of the
stockholders of Clean Earth is not obtained; the risk of failure to realize the
anticipated benefits of the proposed business combination; the amount of
redemption requests made by Clean Earth's stockholders exceeds expectations or
current market norms; the ability of Alternus or the combined company to obtain
equity or other financing in connection with the proposed business combination
or in the future; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries; the risk that the proposed
business combination disrupts current plans and operations as a result of the
announcement and consummation of the Transaction; costs related to the proposed
business combination; the effects of inflation and changes in interest rates; an
economic slowdown, recession or contraction of the global economy; a financial
or liquidity crisis; geopolitical factors, including, but not limited to, the
Russian invasion of Ukraine; global supply chain concerns; the status of debt
and equity markets (including, market volatility and uncertainty); and other
risks and uncertainties, including those risks to be included under the heading
"Risk Factors" in the Proxy Statement and also those included under the heading
"Risk Factors" in Clean Earth's final prospectus relating to its initial public
offering dated February 23, 2022 and other factors identified in Clean Earth's
prior and future filings with the SEC, available at www.sec.gov.
  
If any of these risks materialize or Clean Earth's and Alternus' assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither
Clean Earth nor Alternus presently know, or that neither Clean Earth nor
Alternus currently believe are immaterial, that could also cause actual results
to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Clean Earth's and Alternus' expectations,
plans or forecasts of future events and views as of the date of this notice.
Clean Earth and Alternus anticipate that subsequent events and developments will
cause Clean Earth's and Alternus' assessments to change. However, while Clean
Earth and Alternus may elect to update these forward-looking statements at some
point in the future, Clean Earth and Alternus specifically disclaim any
obligation to do so. Neither Clean Earth nor Alternus anticipate that subsequent
events and developments will cause Clean Earth's and Alternus' assessments to
change. However, while Clean Earth and Alternus may elect to update these
forward-looking statements at some point in the future, Clean Earth and Alternus
specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Clean Earth's or Alternus' assessments
of any date subsequent to the date of this notice. Accordingly, undue reliance
should not be placed upon the forward-looking statements. 
 
Additional Information About the Business Combination and Where to Find It
 
In connection with the Business Combination, on November 13, 2023, Clean Earth
filed a definitive Proxy Statement with the SEC relating to the Business
Combination. Clean Earth mailed the Proxy Statement and other relevant documents
to its stockholders as of the Record Date for voting on the Business
Combination. This communication does not contain all the information that should
be considered concerning the Business Combination and is not intended to form
the basis of any investment decision or any other decision in respect of
transactions contemplated by the business combination agreement. Clean Earth
stockholders and other interested persons are advised to read the Proxy
Statement and other documents filed in connection with the Business Combination,
as these materials contain important information about Clean Earth, Alternus and
the Business Combination. Clean Earth stockholders are able to obtain copies of
the Proxy Statement, and other documents filed with the SEC, once available,
without charge at the SEC's website at www.sec.gov, or by directing a request
to: Clean Earth Acquisitions Corp., 12600 Hill Country Blvd, Building R, Suite
275, Bee Cave, Texas 78738, Attention: Martha Ross, CFO & COO, telephone: (800)
508-1531. The information contained on, or that may be accessed through, the
websites referenced in this communication is not incorporated by reference into,
and is not a part of, this communication.
 
No Offer or Solicitation
 
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Business
Combination and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
 
For More Information:
 
Alternus Energy Group
[e-mail]
[phone]
 
or
 
The Blueshirt Group
[e-mail]
[phone]

Click here for more information

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