UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to Section 240.14a-12 |
CLEAN EARTH ACQUISITIONS CORP. |
(Name of Registrant as Specified In Its Charter) |
N/A |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that
apply):
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(a)(1) and 0-11 |
CLEAN EARTH ACQUISITIONS CORP.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
SUPPLEMENT TO THE PROXY STATEMENT DATED NOVEMBER
13, 2023
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 4, 2023
Explanatory Note
On November 13, 2023, Clean
Earth Acquisitions Corp., a Delaware corporation (the “Company”), filed a definitive proxy statement (the “Proxy
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s
special meeting of stockholders to be held virtually on December 4, 2023, and at any adjournment or postponement thereof (the “Meeting”).
The Company is providing this supplement to the Proxy Statement (this “Supplement”) to revise the proxy card included
with the Proxy Statement as it was filed with the SEC (the “Proxy Card”) to (a) include inadvertently omitted language
from the summary text of Proposal No. 1 on the Proxy Card to be consistent with the Company’s summary and full description of Proposal
No. 1 in the Proxy Statement, (b) revise language that misstated how a proxy would be voted absent specific direction from the stockholder
as to Proposal No. 2 and (c) correct scrivener’s errors within the Proxy Card. A revised Proxy Card reflecting such corrections
is enclosed with this Supplement.
Corrections
Corrections (a) and (b) are
marked below, with new text in bold and underline, and deleted text in strikethrough.
| (a) | “1. A proposal to approve and adopt the Business Combination Agreement, dated as of October 12,
2022, as amended on April 12, 2023 (the “Business Combination Agreement”), a copy of which is attached to the accompanying
priority proxy statement as Annex A, to approve the transactions contemplated by the Business Combination
Agreement (the “business combination”) which provides that, among other things, Alternus, as the sole beneficial and record
holder of all of the “Alternus Interests” (being all of the issued and outstanding equity interest owned by Alternus in its
subsidiaries other than certain retained subsidiaries at such time (the “Acquired Subsidiaries”)), will transfer to
Clean Earth, and Clean Earth will receive from Alternus, all of the Alternus Interests, as consideration in exchange for the issuance
and transfer by Clean Earth to Alternus at the Closing of 27,500,000 shares of Class A Common Stock of the Company (the “common
stock”), subject to a working capital adjustment of up to 1,000,000 shares, plus up to 20,000,000 shares pursuant to an earnout
(the “Earnout Shares,”) (the “Business Combination Proposal”);” |
The above correction (a)
to the Proxy Card is consistent with the Company’s summary of Proposal No. 1, which appears on the first page of the Proxy Statement
cover page and letter to stockholders (the “Cover”), the first page of the Notice of Special Meeting of Stockholders
of Clean Earth Acquisitions Corp. (the “Notice”) and page xix of the Proxy Statement, as well as the Company’s
full description of Proposal No. 1 beginning on page 92 of the Proxy Statement.
| (b) | THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED AND DELIVERED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDERS(S). IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY
WILL BE VOTED “FOR” PROPOSALS 1 THROUGH 7 AND “FOR”EACH DIRECTOR NOMINEE 1, 3, 4, 5, 6
AND 7, “FOR” EACH DIRECTOR NOMINEE, AND “AGAINST” PROPOSAL 2. |
The above correction (b)
to the Proxy Card is consistent with the Company’s description of what happens if a stockholder fails to vote by proxy or in person
with respect to Proposal No. 2, which appears on the final page of the Cover, the final page of the Notice and pages xxvi, xxx, 86 and
153 of the Proxy Statement.
With the exception of the
foregoing revisions to the Proxy Card, all the other information in the Proxy Statement and the Proxy Card remains unchanged. We have
not changed or added to the matters to be considered by our stockholders at the Meeting, and this Supplement does not change the recommendation
of our board of directors with respect to any of the proposals described in the Proxy Statement.
Voting and Submitting Your Proxy
For stockholders who have
already voted, a previous vote in favor of Proposal No. 1 will be counted as a vote in favor of such proposal, as corrected by this Supplement,
and a previous vote against Proposal No. 1 will be counted as a vote against such proposal, unless, in each case, the original proxy is
revoked by the stockholder, which can be done by submitting a new proxy.
If you have not yet
voted, please vote promptly. Our stockholders may vote electronically before the Meeting by visiting www.voteproxy.com or by mail by
completing, signing, dating and returning the Proxy Card enclosed with the Proxy Statement as soon as possible. You may also vote
during the Meeting by visiting https://web.lumiagm.com/290463470 (passcode “cleanearth2023”). If you properly complete,
sign, date and return your Proxy Card previously mailed to you, your shares will be voted in accordance with your instructions. The
Proxy Card revisions described in this Supplement were finalized prior to being mailed to the Company’s stockholders as of the
record date for the Meeting. Thus, we are not mailing a revised Proxy Card to you prior to the Meeting, and the original Proxy Card
mailed to you remains valid. The named proxies will vote all shares at the Meeting for which proxies have been properly submitted
and not revoked.
We recommend that you
submit your proxy even if you plan to virtually attend the Meeting. If you vote by proxy, you may change your vote by submitting a
later dated proxy before the deadline indicated in the Proxy Statement or by voting electronically at the Meeting. Voting
instructions are printed on the Proxy Card or the voting information form you received. Either method of submitting a proxy will
enable your shares to be represented and voted at the Meeting.
You may attend the
Meeting online, vote, view the list of stockholders entitled to vote at the Meeting and submit your questions during the Meeting by
visiting https://web.lumiagm.com/290463470 (passcode “cleanearth2023”) and entering your control number, which is
included on the proxy card you received.
If you need assistance in
completing your Proxy Card or have questions regarding the Meeting, please contact Morrow, the proxy solicitation agent for the Company,
by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing CLIN.info@investor.morrowsodali.com.
Except as described in
this Supplement, none of the information presented in the Proxy Statement is affected by this Supplement. This Supplement does not provide
all of the information that is important to your voting decisions at the Meeting, and the Proxy Statement contains other important additional
information. This Supplement should be read in conjunction with the Proxy Statement.
IMPORTANT NOTICE
REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON DECEMBER 4, 2023: This
Supplement, the Proxy Statement and the Proxy Card are available, free of charge at https://www.astproxyportal.com/ast/26701 or on
the SEC’s website at www.sec.gov.
Revised Proxy Card
This Supplement is being filed with the SEC
on November 15, 2023.
Grafico Azioni Clean Earth Acquisition (NASDAQ:CLIN)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Clean Earth Acquisition (NASDAQ:CLIN)
Storico
Da Giu 2023 a Giu 2024