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                              August 25, 2023

       Aaron T. Ratner
       Chief Executive Officer
       Clean Earth Acquisitions Corp.
       12600 Hill Country Blvd, Building R, Suite 275
       Bee Cave, Texas 78738

                                                        Re: Clean Earth
Acquisitions Corp.
                                                            Revised Preliminary
Proxy Statement on Schedule 14A
                                                            Filed August 14,
2023
                                                            File No. 001-41306

       Dear Aaron T. Ratner:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

             After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in
       our August 9, 2023 letter.

       Revised Preliminary Proxy Statement on Schedule 14A filed August 14,
2023

       General

   1.                                                   We note your response
to prior comment 1 and are unable to concur with your analyses
                                                        under Rule 135 and
Section 4(a)(2). Please update your analysis to explain if and how a
                                                        different exemption
would apply for the offers related to your non-redemption incentive
                                                        that began with the
offer in the May 17, 2023 letter to shareholders. Alternatively, please
                                                        tell us what steps the
company will undertake to address any potential liability for these
                                                        offers.
       Clean Earth's Board of Directors' Reasons for the Approval of the
Business Combination
       Financial Terms, page 118

   2.                                                   We note your revised
disclosure in response to prior comment 4 that in considering the
 Aaron T. Ratner
Clean Earth Acquisitions Corp.
August 25, 2023
Page 2
       terms of the current Solis bond waiver agreement with respect to the
Board   s
       recommendation that the Company   s stockholders vote for the Business
Combination, the
       Board concluded, having reviewed and evaluated the impacts in terms of
the near term
       projections from 2023 to 2025, that even if bondholders of the Solis
Bond did exercise
       their right to immediately transfer ownership of Solis and all of its
subsidiaries to the
       bondholders, this would not materially move the enterprise value to
projected revenue
       multiples outside of the peer group ranges used in the Board   s initial
valuation
       expectations. Please clarify whether these projected revenue multiples
are the peer market
       multiples disclosed on page 144, which indicate an enterprise value to
2023 projected
       revenue multiple of 20.5x for Alternus versus that of its public market
peers in the solar
       industry sector, which averages 19.5x.
Projected Financial Information, page 131

3.     We note your revised disclosure in response to prior comment 4. Please
disclose here, if
       true, that the near-term projections the Board considered a material
input to determine the
       valuation of Alternus (2022 to 2025 for the BCA and 2023 to 2025 for the
Amendment)
       did not assume the divestment of assets or consummation of other
material terms of the
       Solis bond waiver agreements.
Financial Statements, page F-1

4.     Please update the financial statements of Clean Earth Acquisitions Corp.
and Alternus
       Energy Group PLC, along with the pro forma financial information and
other financial
       information included in the Proxy in accordance with Rule 8-08 of
Regulation S-X.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus
Rodriguez,
Staff Accountant, at 202-551-3752 if you have questions regarding comments on
the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-
551-6548 or Laura Nicholson, Special Counsel, at 202-551-3584 with any other
questions.



                                                             Sincerely,
FirstName LastNameAaron T. Ratner
                                                             Division of
Corporation Finance
Comapany NameClean Earth Acquisitions Corp.
                                                             Office of Energy &
Transportation
August 25, 2023 Page 2
cc:       Ben Smolij, Esq.
FirstName LastName