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