---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-046821"
form_type: "8-K"
ticker: "ALCE"
cik: "0001883984"
company_name: "Alternus Clean Energy, Inc."
filed_at: "2023-04-18T23:59:59+00:00"
generated_at: "2026-06-17T00:54:19.338238+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-23-046821
- form_type: 8-K
- ticker: ALCE
- cik: 0001883984
- company_name: Alternus Clean Energy, Inc.
- filed_at: 2023-04-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1883984/000110465923046821/0001104659-23-046821-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1883984/000110465923046821/tm2312967d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-046821
- JSON: https://secwatch.observer/filing/0001104659-23-046821.json
- Plain text: https://secwatch.observer/filing/0001104659-23-046821.txt

## Key facts
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1883984/000110465923046821/0001104659-23-046821-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.