Ankündigung • Dec 26
Clean Earth Acquisitions Corp.(NasdaqGM:CLIN) dropped from NASDAQ Composite Index Clean Earth Acquisitions Corp. has been dropped from NASDAQ Composite Index (^COMP) . Valuation Update With 7 Day Price Move • Dec 26
Investor sentiment deteriorates as stock falls 17% After last week's 17% share price decline to US$5.00, the stock trades at a trailing P/E ratio of 20.1x. Average trailing P/E is 28x in the Capital Markets industry in the US. Total loss to shareholders of 50% over the past year. New Risk • Dec 08
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: US$83.2m This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$4.7m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Share price has been volatile over the past 3 months (15% average weekly change). Large one-off items impacting financial results. Market cap is less than US$100m (US$83.2m market cap). New Risk • Dec 05
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 3.9% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$4.7m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Share price has been volatile over the past 3 months (3.9% average weekly change). Large one-off items impacting financial results. Valuation Update With 7 Day Price Move • Dec 04
Investor sentiment deteriorates as stock falls 35% After last week's 35% share price decline to US$6.88, the stock trades at a trailing P/E ratio of 27.6x. Average trailing P/E is 27x in the Capital Markets industry in the US. Total loss to shareholders of 31% over the past year. Ankündigung • Nov 15
Clean Earth Acquisitions Corp., Annual General Meeting, Dec 04, 2023 Clean Earth Acquisitions Corp., Annual General Meeting, Dec 04, 2023, at 10:00 US Eastern Standard Time. Agenda: To consider proposal to approve and adopt the Business Combination Agreement;to consider A proposal to amend and restate the Company's certificate of incorporation, dated February 23, 2022, as amended on May 26, 2023;and to consider Proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with U.S. Securities and Exchange Commission (the SEC") guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as five sub-proposals. New Risk • Aug 18
New minor risk - Earnings quality The company has large one-off items impacting its financial results. One-off items were 290% of the size of the rest of the company's trailing 12-month earnings before tax. This is considered a minor risk. One-off items are incomes or expenses that the company does not expect to repeat in future periods. Examples include profits from the sale of a business or expenses from a restructuring or legal settlements. If the company's reported statutory earnings include a large proportion of one-off items it means they may be an unreliable indicator of its true business performance as the earnings were skewed by these incomes or expenses. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$3.6m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Large one-off items impacting financial results. Ankündigung • Aug 17
Nasdaq Grants Extension to Clean Earth Acquisitions to Regain Compliance As previously disclosed, on June 13, 2023, Clean Earth Acquisitions Corp. (the Company") received a letter (the Notification Letter") from the Listing Qualifications Department of the Nasdaq Stock Market (the Staff") notifying the Company that the $575,000.00 aggregate market value of the Company's outstanding public warrants, ticker symbol CLINW, as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, was below the minimum aggregate market value of $1,000,000.00 required for continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5452(b)(C) (the Rule"). Pursuant to Nasdaq rules, on July 28, 2023, the Company submitted a plan to the Staff to regain compliance with the Rule. On August 9, 2023, the Company received a notice from the Staff stating that it will grant the Company an extension to regain compliance with the Rule on or before December 11, 2023. While the Company continues to exercise diligent efforts to maintain the listing of its public warrants on Nasdaq, there can be no assurance that the Company will be able to regain compliance with the Rule on or before December 11, 2023. In the event that the Company fails to demonstrate compliance with the Rule during the extension period, the Staff will provide written notification to the Company that its public warrants will be delisted from the Nasdaq Capital Market (a Delisting Notice"). If the Company receives a Delisting Notice, the Company may appeal the Staff's determination to a Listing Qualifications Panel. Ankündigung • Oct 13
Alternus Energy Group plc (OB:ALT) entered into a business combination agreement 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. Alternus Energy Group plc (OB:ALT) entered into a business combination agreement 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 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. 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.
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. The transaction is expected to close in the first quarter of 2023.
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. 
