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 Groupir@alternusenergy.com+1 (913) 815-1557
or
The Blueshirt Groupalternus@blueshirtgroup.com+1 (323)
240-5796
Grafico Azioni Clean Earth Acquisition (NASDAQ:CLIN)
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Grafico Azioni Clean Earth Acquisition (NASDAQ:CLIN)
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