Alternus Energy Group plc (OB:ALT) signed Letter of intent to acquire Clean Earth Acquisitions Corp. (NasdaqGM:CLIN) from Clean Earth Acquisitions Sponsor LLC and others for approximately $890 million in a reverse merger transaction on June 3, 2022. Alternus Energy Group plc entered into a business combination agreement to acquire Clean Earth Acquisitions Corp. from Clean Earth Acquisitions Sponsor LLC and others for approximately $890 million in a reverse merger transaction on October 12, 2022. Under the agreement, at the closing, Alternus will transfer its equity ownership in substantially all its subsidiaries in exchange for up to 90 million newly issued shares in Clean Earth. Initially, Clean Earth will issue 55 million shares at closing (subject to a working capital adjustment capped at 1 million additional shares) plus up to 35 million shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain EBITDA and share price targets are met. As on April 12, 2023, parties amended an agreement, pursuant to which, consideration is reduced to $275 million from $550 and number of earnout shares to be issued is reduced to 20 million from 35 million. Post-closing, Alternus will own approximately 64% of Clean Earth at closing, assuming no redemptions by Clean Earth shareholders, in which case the combined company will have approximately $220 million of cash available at closing. The combined company is expected to have an initial equity value of approximately $863 million. On closing, Clean Earth intends to change its name to Alternus Clean Energy Inc. The combined company will be led by Vincent Browne, Chairman and Chief Executive Officer of Alternus, and the business will continue to operate as normal. The board of directors of combined company shall be comprised of seven directors at and immediately following the Closing, of which, three individuals shall be nominated by CLIN and four individuals shall be nominated by Alternus. Clean Earth and Alternus intend to arrange a committed capital on demand equity placement program of up $100 million, which can be called upon at the discretion of the combined company, and potentially other financing options ahead of completion of the business combination. Alternus shares will continue to trade on the Euronext Growth market in Oslo, while Clean Earth?s common stock is expected to continue to be listed on the Nasdaq Market. Alternus will be obligated to pay CLIN a termination fee of $2,000,000 if the Business Combination Agreement is terminated under certain circumstances. As of September 1, 2023, Clean Earth Acquisitions announced that it will no longer pursue a previously contemplated non-redemption incentive, in which Clean Earth planned to offer certain incentive shares to Clean Earth shareholders who do not exercise their redemption rights in advance of its proposed business combination with Alternus.

Closing is contingent on customary closing conditions for transactions of this nature, including Clean Earth shareholder approval; receipt of the HSR approval, if required; approval of a listing application on Nasdaq for newly issued shares; CLIN having at least $5,000,001 of net tangible assets remaining after giving effect to redemptions and a minimum of $25 million in cash being available at or before closing. Alternus may waive the minimum cash condition at its discretion. The Business Combination Agreement and the Transaction were approved by the board of directors of CLIN and the board of directors of Alternus. Clean Earth Acquisitions Sponsor LLC entered into a Sponsor Support Agreement, pursuant to which Sponsor has agreed to, among other things, vote all of its shares of common stock of CLIN in favor of the transaction. On May 25, 2023, CLIN and Alternus executed a mutual written consent pursuant to which it was agreed to extend the Termination Date by which Alternus must consummate a business combination from May 28, 2023 to November 28, 2023.The transaction is expected to close in the first quarter of 2023. As of December 22, 2022, the transaction is expected to complete in first half of 2023. As of December 5, 2023, Clean Earth shareholders approved the transaction. As of November 16, 2023, Clean Earth and Alternus executed a mutual written consent pursuant to which Clean Earth and Alternus agreed, pursuant to Section 7.03(b) of the Business Combination Agreement, to extend the Termination Date to May 28, 2024. As of December 12, 2023, there are some pending conditions on which parties are working, 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.

JonesTrading Institutional Services acted as financial advisor to Clean Earth and supported Clean Earth in this Business Combination. Will Chuchawat of Proskauer Rose LLP acted as legal counsel to CLIN and Clean Earth Acquisitions Sponsor LLC. King & Spalding LLP acted as legal counsel to the financial advisor. Ross D. Carmel of Carmel, Milazzo & Feil LLP acted as legal counsel to Alternus in the transaction. The Depository Trust Company acted as depository for Clean Earth and American Stock Transfer & Trust Company, LLC acted as transfer agent for Clean Earth. Cabrillo Advisors, LLC acted as financial advisor and fairness opinion provider for Clean Earth. Morrow Sodali, LLC acted as information agent to Clean Earth and received a fee of $17,500 for service rendered.

Alternus Energy Group plc (OB:ALT) completed the acquisition of Clean Earth Acquisitions Corp. (NasdaqGM:CLIN) from Clean Earth Acquisitions Sponsor LLC and others for approximately $330 million in a reverse merger transaction on December 22, 2023. As part of amends the Initial Business Combination, increasing the number of shares of Class A Common Stock to be issued to the Seller by 30,000,000 (10,000,000 of which is in consideration for the waiver of the Available Cash Closing Condition and the Lock-Up Provision (each as defined below)); (ii) removing the working capital adjustment in its entirety, including any working capital escrow account related thereto and Removal of Earnout. CLIN issued and transferred 57,500,000 shares of Class A common stock of CLIN. The newly combined company will operate under the name ?Alternus Clean Energy Inc.? Under the terms of the amended business combination agreement, AEG owns approximately 80% of combined company with the remaining shares owned by Clean Earth sponsors and public shareholders. AEG will continue to exist as a separate legal entity and will continue to trade on the Euronext Growth stock market in Oslo under the ticker (OSE: ALT). Alternus Clean Energy?s common stock is expected to begin trading on the NASDAQ Stock Market on or about December 26, 2023 under the ticker symbol ?ALCE?. Jones Group Ventures LLC acted as financial advisor and Winston & Strawn LLP acted as legal advisor to Clean Earth. Sichenzia Ross Ference Carmel LLP acted as legal counsel to AEG.