Clean Earth Acquisitions halves deal value to $275M; earnout shares cut to 20M

Alternus Clean Energy, Inc.

Business combination valuation reduced from $550M to $275M, with shares valued at $10 each.
Earnout shares lowered from 35M to 20M; milestones tied to Adjusted EBITDA targets ($16M, $52M, $156M) and share price thresholds ($11, $13, $15).
Citigroup forfeits remaining $3.6M deferred discount, totaling $7.245M waived on deal close.
Amendment dated April 12, 2023; parties include Clean Earth, Alternus Energy Group, and Sponsor.
Closing consideration adjusted downward; earnout escrow shares and milestones revised.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Alternus Clean Energy, Inc. amended First Amendment to the Business Combination Agreement with Alternus Energy Group Plc and Clean Earth Acquisitions Sponsor, LLC valued at $275,000,000 (effective 2023-04-12).

Action: amendment
Agreement: merger
Counterparty: Alternus Energy Group Plc and Clean Earth Acquisitions Sponsor, LLC
Value: $275,000,000
Effective: 2023-04-12

Exact text from the filing

On April 12, 2023, Clean Earth Acquisitions Corp., a Delaware corporation (the “Company”), entered into that certain First Amendment to the Business Combination Agreement (the “First Amendment to the Business Combination Agreement”) with Alternus Energy Group Plc, a public limited company incorporated under the laws of Ireland (the “Seller”), and Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”), in its capacity as representative of the Company and solely for certain sections of the Business Combination Agreement (as defined below), which amends the Business Combination Agreement, dated as of October 12, 2022, by and among the Company, the Seller, and the Sponsor (the “Business Combination Agreement”).

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Alternus Clean Energy, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-046821

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