0001213900-24-007385.txt : 20240129
0001213900-24-007385.hdr.sgml : 20240129
20240129160408
ACCESSION NUMBER: 0001213900-24-007385
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231222
FILED AS OF DATE: 20240129
DATE AS OF CHANGE: 20240129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Clean Earth Acquisitions Sponsor LLC
CENTRAL INDEX KEY: 0001884034
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41306
FILM NUMBER: 24573613
BUSINESS ADDRESS:
STREET 1: 12600 HILL COUNTRY BLVD.
STREET 2: BUILDING R, SUITE 275
CITY: BEE CAVE
STATE: TX
ZIP: 78738
BUSINESS PHONE: 800-508-1531
MAIL ADDRESS:
STREET 1: 12600 HILL COUNTRY BLVD.
STREET 2: BUILDING R, SUITE 275
CITY: BEE CAVE
STATE: TX
ZIP: 78738
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Alternus Clean Energy, Inc.
CENTRAL INDEX KEY: 0001883984
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
ORGANIZATION NAME: 01 Energy & Transportation
IRS NUMBER: 871431377
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 360 KINGSLEY PARK DRIVE
STREET 2: SUITE 250
CITY: FORT MILL
STATE: SC
ZIP: 29715
BUSINESS PHONE: 800-508-1531
MAIL ADDRESS:
STREET 1: 360 KINGSLEY PARK DRIVE
STREET 2: SUITE 250
CITY: FORT MILL
STATE: SC
ZIP: 29715
FORMER COMPANY:
FORMER CONFORMED NAME: Clean Earth Acquisitions Corp.
DATE OF NAME CHANGE: 20210920
4
1
ownership.xml
X0508
4
2023-12-22
0
0001883984
Alternus Clean Energy, Inc.
ALCE
0001884034
Clean Earth Acquisitions Sponsor LLC
C/O ALTERNUS CLEAN ENERGY, INC.
360 KINGSLEY PARK DRIVE, SUITE 250
FORT MILL
SC
29715
0
0
1
0
0
Common Stock
2023-12-22
4
J
0
7666667
A
8556667
D
Common Stock
2023-12-22
4
J
0
225000
A
8781667
D
Warrants to purchase Common Stock
11.50
2023-12-22
4
P
0
445000
A
Common Stock
445000
445000
D
Represents securities acquired in connection with the transactions consummated on December 22, 2023 pursuant to that certain Business Combination Agreement, dated October 12, 2022 (as it has been and may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Alternus Clean Energy, Inc. (f/k/a Clean Earth Acquisitions Corp.) (the "Issuer"), Alternus Energy Group Plc, , and Clean Earth Acquisitions Sponsor LLC ("Sponsor ") (the "Business Combination").
In connection with the closing of the Business Combination, each share of Issuer's Class B common stock issued and outstanding immediately prior to the effective time of the closing of the Business Combination was cancelled and converted into the right to receive the number of shares of common stock, par value $0.0001, per share of the Issuer (the "Common Stock") of the Issuer equal to an exchange ratio calculated at closing (the "Common Stock Exchange Ratio").
The Board of Managers of the reporting person are Alex Greystoke, David Saab and Martha Ross. Each of these Individuals disclaims ownership of the securities reported on this Form 4 except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
Issued for conversion of promissory note with outstanding principal of $225,000 upon the closing of the Business Combination.
Pursuant to the Private Placement Units Purchase Agreement, Units Purchase Agreement, dated February 23, 2022, by and between the Issuer and the Sponsor, the Sponsor purchased an aggregate of 890,000 units, with each unit consisting of a right to acquire (a) one share of class A common stock and (b) one one-half of one warrant to purchase one share of class A common stock (the "Private Placement Warrants"). Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning December 22, 2023 for one share of Common Stock at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.
/s/ Alex Greystoke - Clean Earth Acquisitions Sponsor LLC, By: Alex Greystoke, Manager
2024-01-29