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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 12, 2023

 

CLEAN EARTH ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   000-41306   87-1431377

(State or other jurisdiction

of incorporation) 

  

(Commission File
Number)

  

(IRS Employer

Identification No.) 

 

12600 Hill Country Blvd., Building R, Suite 275

Bee Cave, Texas 78738

(Address of principal executive offices, including zip code)

 

(800) 508-1531

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange on which
registered

Units, each consisting of one share of Class A common stock, $0.0001 par value per share, one right, and one-half of one redeemable warrant   CLINU   The Nasdaq Stock Market LLC
         
Class A common stock included as part of the units, par value $0.0001 per share   CLIN   The Nasdaq Stock Market LLC
         
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A common stock   CLINR   The Nasdaq Stock Market LLC
         
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   CLINW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

On December 12, 2023, Clean Earth Acquisitions Corp. (the “Company”) and Alternus Energy Group Plc (“Alternus”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the continuation of the process to close the previously announced business combination. A copy of the press release is filed as Exhibit 99.1 hereto. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		   Description
     
99.1   Press Release, dated December 12, 2023.
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 12, 2023

 

Clean Earth AcquisitionS Corp.  
     
By: /s/ Aaron T. Ratner    
Name:   Aaron T. Ratner  
Title: Chief Executive Officer