Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $240,003, which included $118,108 in legal and accounting expenses and $51,540 in franchise tax expense [165]. - For the three months ended March 31, 2023, the company reported a net income of $1,873,417, with significant contributions from $1,395,968 in dividend income and $1,213,729 in realized gains on marketable securities [197]. - The company has evaluated its deferred tax assets and concluded that it is more likely than not that it will not realize these assets due to a history of cumulative net losses [214]. Business Combination - The company entered into a Business Combination Agreement to acquire certain subsidiaries of Alternus Energy Group Plc for up to 90 million shares, initially issuing 55 million shares at closing [162]. - The Business Combination Agreement was amended to reduce the earnout shares from 35,000,000 to 20,000,000 shares, with modified earnout milestones [191]. - The company filed a Definitive Proxy Statement for a special meeting to consider extending the date for consummating a business combination to November 28, 2023 [196]. Capital Structure - The company is authorized to issue a total of 111,000,000 shares of capital stock, including 100,000,000 shares of Class A common stock [179]. - Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50, subject to adjustment [183]. - The company has entered into a Committed Capital on Demand agreement with an investor to potentially invest up to $100,000,000 [215]. Cash and Working Capital - As of March 31, 2023, the company had $328,279 in operating cash and a working capital deficit of $3,032,498, excluding marketable securities held in the Trust Account [198]. - The company has a working capital deficit that excludes the amount of marketable securities held in the Trust Account and deferred underwriting fees payable [198]. - The deferred underwriting fee payable was $4,427,500 as of March 31, 2023, which was subsequently reduced to $805,000 after waivers by the underwriter [199][201]. Expenses and Fees - The company incurred $15,000 related to a consulting agreement for the three months ended March 31, 2023, compared to $0 for the same period in 2022 [173]. - The company recorded a nonrefundable cash fee of $500,000 related to a placement agreement, with an additional contingent fee of $450,000 upon the closing of a Business Combination [202]. - The company has deferred recognition of stock-based compensation costs until the consummation of an initial business combination, as the performance condition is not yet probable [208]. Investments - Marketable securities held in the Trust Account amounted to $237,995,676 as of March 31, 2023, an increase from $235,586,028 as of December 31, 2022 [216]. - The company has invested in U.S. Treasury Bills and money market funds, generating income recorded as realized gains and dividend income [206].

Financial Position - As of December 31, 2022, the company had cash of $630,460 and a working capital deficit of $2,496,267[475][478]. - The trust account totaled $235,586,028 as of December 31, 2022, which included realized gains and dividend income from marketable securities[479]. - An unsecured promissory note was issued for up to $850,000, with $806,170 drawn as of December 31, 2022[480]. - The total amount placed in the trust account following the initial public offering and private placement units was $232,300,000[479]. Income and Gains - For the year ended December 31, 2022, the company reported a net income of $59,955, which included $2,228,053 in realized gains and $1,057,975 in dividend income from marketable securities[477]. Expenses - The company incurred $1,213,772 in legal and accounting expenses and $500,000 in placement services fees for the year ended December 31, 2022[477]. - The company continues to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[476]. - The underwriters are entitled to a deferred underwriting commission of 3.50% of the gross proceeds of the Initial Public Offering, totaling $8,050,000, with $4,427,500 payable as of December 31, 2022[482]. Operations - The company has not commenced any operations and will not generate operating revenues until after completing a business combination[476]. - The company has not identified any critical accounting estimates that could materially impact its financial condition or results of operations[483].

Financial Performance - As of September 30, 2022, the Company reported a net loss of $0.2 million for the three months ended, primarily due to $0.5 million in placement services fees and $0.3 million in legal and accounting expenses, offset by $1.5 million of dividend income[137]. - For the nine months ended September 30, 2022, the Company had a net loss of $0.9 million, with total expenses including $1.0 million in legal and accounting fees, again offset by $1.5 million of dividend income[138]. - The Company has incurred significant costs in pursuit of financing and acquisition plans, raising doubts about its ability to continue as a going concern for one year from the issuance date of the financial statements[143]. Cash and Investments - The Company had $232.3 million in net cash used in investing activities related to the funding of the Trust Account, with $230.0 million from the issuance of common stock and $8.9 million from Private Units[139]. - As of September 30, 2022, the Company had a working capital deficit of $9,715,817 and only $345,663 in operating cash[140]. - The Initial Public Offering generated gross proceeds of $230 million from the sale of 23,000,000 Units at $10.00 per Unit[133]. Debt and Obligations - The Company has no long-term debt or capital lease obligations as of September 30, 2022[146]. - The underwriters of the Initial Public Offering are entitled to a deferred cash underwriting discount of $8,050,000, which will be payable only upon the completion of a Business Combination[151]. - The Company has entered into a consulting agreement with a monthly fee of $15,000 and a success fee of $25,000 upon closing of a business combination[154]. - The Company has recorded a nonrefundable cash fee of $500,000 related to a Placement Services Agreement as of September 30, 2022[152]. Accounting Standards - The FASB issued ASU No. 2020-06 in August 2020, simplifying accounting for convertible instruments by removing major separation models[158]. - ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[160]. - The company is currently evaluating the effect of ASU 2020-06 on its financial position and results of operations[160]. - Management does not believe that other recently issued accounting pronouncements will have a material effect on the balance sheet if adopted[161].

Financial Performance - As of June 30, 2022, the company reported a net loss of $472,717 for the three months ended, primarily due to $562,957 in legal and accounting expenses [126]. - For the six months ended June 30, 2022, the company had a net loss of $712,720, with total expenses including $681,065 in legal and accounting costs [127]. - The company incurred $954,942 of net cash used in operating activities for the six months ended June 30, 2022 [128]. Income and Investments - The company generated $335,059 in dividend income from marketable securities held in the Trust Account for the six months ended June 30, 2022 [127]. - The company had $232,300,000 placed in a Trust Account from the net proceeds of its Initial Public Offering, which will be invested in U.S. government securities [124]. - The company raised gross proceeds of $230,000,000 from its Initial Public Offering by issuing 23,000,000 Units at $10.00 per Unit [122]. Financial Position - As of June 30, 2022, the company had a working capital deficit of $224,138,412, indicating significant financial challenges [129]. - The company has no long-term debt or capital lease obligations as of June 30, 2022, indicating a lack of financial liabilities [135]. Business Operations - The underwriters are entitled to a deferred cash underwriting discount of $8,050,000, which will be released only upon completion of a Business Combination [139]. - The company has not commenced any operations and will not generate operating revenues until after completing a Business Combination [121].

Part I. Financial Information [Item 1. Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20%28Unaudited%29) This section presents Clean Earth Acquisitions Corp.'s unaudited condensed financial statements and accompanying notes for the quarter ended March 31, 2022 [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly increased to **$233.8 million** by March 31, 2022, primarily due to IPO proceeds in the Trust Account, leading to a **$7.6 million** stockholders' deficit | Balance Sheet Highlights | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $858,771 | $33,912 | | Marketable securities held in Trust Account | $232,321,378 | $0 | | **Total Assets** | **$233,797,883** | **$737,180** | | **Liabilities** | | | | Total Current Liabilities | $1,070,813 | $714,726 | | Deferred underwriter fee payable | $8,050,000 | $0 | | **Total Liabilities** | **$9,120,813** | **$714,726** | | **Stockholders' Equity (Deficit)** | **($7,644,308)** | **$22,454** | - As of March 31, 2022, there were **23,000,000 shares** of Class A common stock subject to possible redemption, valued at **$232,321,378**[6](index=6&type=chunk)[10](index=10&type=chunk) [Condensed Statement of Operations](index=4&type=section&id=Condensed%20Statement%20of%20Operations) The company reported a **net loss of $240,003** for the three months ended March 31, 2022, primarily due to operating costs offset by dividend income | Item | Amount (Three Months Ended March 31, 2022) | | :--- | :--- | | Formation and operating costs | $261,381 | | Loss from operations | ($261,381) | | Dividend income | $21,378 | | **Net loss** | **($240,003)** | [Condensed Statement of Changes in Stockholders' (Equity) Deficit](index=5&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders%27%20%28Equity%29%20Deficit) Stockholders' equity shifted from a positive balance to a **$7.6 million deficit** by March 31, 2022, driven by IPO-related remeasurements and net loss - The stockholders' deficit increased primarily due to a **$39.6 million remeasurement** of Class A common stock to its redemption value, which was treated as a deemed dividend, and the period's net loss of **$240,003**[15](index=15&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operations was **$775,427**, while financing activities provided **$233.9 million**, resulting in a **net cash increase of $824,859** for the period | Cash Flow Activity | Amount (Three Months Ended March 31, 2022) | | :--- | :--- | | Net cash used in operating activities | ($775,427) | | Net cash used in investing activities | ($232,300,000) | | Net cash provided by financing activities | $233,900,286 | | **Net Change in Cash** | **$824,859** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's blank check nature, IPO proceeds, significant accounting policies, related-party transactions, commitments, and a going concern uncertainty - The company is a **blank check company** incorporated on **May 14, 2021**, for the purpose of effecting a business combination, with all activity through March 31, 2022, relating to its formation and IPO[22](index=22&type=chunk)[23](index=23&type=chunk) - On **February 28, 2022**, the company completed its IPO of **23,000,000 units** at **$10.00 per unit**, raising **$230 million**, and simultaneously sold **890,000 private placement units** to its Sponsor for **$8.9 million**, with a total of **$232.3 million** placed in a trust account[24](index=24&type=chunk)[25](index=25&type=chunk) - Management has concluded that there is **substantial doubt** about the Company's ability to continue as a **going concern** for one year from the financial statement issuance date, due to significant acquisition costs and limited financial resources[40](index=40&type=chunk)[41](index=41&type=chunk) - The Sponsor purchased **890,000 private units** for **$8.9 million** and previously paid **$25,000** for **7,666,667 Founder Shares** (Class B common stock), with a promissory note fully repaid on **February 28, 2022**[74](index=74&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, IPO, and search for a business combination, reporting a **net loss of $240,003** and a **going concern uncertainty** - The company is a **blank check company** that consummated its IPO on **February 28, 2022**, with all activity to date relating to formation, the IPO, and the search for a business combination candidate[116](index=116&type=chunk)[117](index=117&type=chunk)[121](index=121&type=chunk) - For the three months ended March 31, 2022, the company had a **net loss of $240,003**, consisting of various expenses partially offset by **$21,378** of dividend income from the Trust Account[122](index=122&type=chunk) - Management has identified a **going concern issue**, citing that the company lacks the financial resources to sustain operations for a year and its ability to continue is dependent on successfully consummating a business combination[126](index=126&type=chunk)[127](index=127&type=chunk) - The company has a contractual obligation for a **$8,050,000 deferred underwriting discount**, which is payable from the Trust Account only upon the completion of a Business Combination[132](index=132&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - As a **smaller reporting company**, Clean Earth Acquisitions Corp. is not required to provide quantitative and qualitative disclosures about market risk[142](index=142&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were **effective as of March 31, 2022**, with no material changes in internal control - Based on an evaluation as of **March 31, 2022**, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective**[144](index=144&type=chunk) - **No material changes** occurred in the company's internal control over financial reporting during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[145](index=145&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose - The company has **no legal proceedings** to report[149](index=149&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's IPO prospectus - As of the date of this report, there have been **no material changes** to the risk factors disclosed in the company's final IPO prospectus[150](index=150&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the **$230 million** gross proceeds from the IPO and **$8.9 million** from private placement units, with **$232.3 million** placed in the Trust Account and **$18.7 million** in total offering costs | Transaction | Units Sold | Price Per Unit | Gross Proceeds | | :--- | :--- | :--- | :--- | | Initial Public Offering | 23,000,000 | $10.00 | $230,000,000 | | Private Placement | 890,000 | $10.00 | $8,900,000 | - From the gross proceeds of the IPO and private placement, a total of **$232,300,000** was placed in the Trust Account[154](index=154&type=chunk) - Total offering costs were **$18,741,708**, which included **$4.6 million** in paid underwriting discounts, **$8.05 million** in deferred underwriting discounts, **$4.7 million** in incentives to an anchor investor, and **$1.36 million** in other offering costs[155](index=155&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company has **no defaults** upon senior securities to report[158](index=158&type=chunk) [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are **not applicable** to the company[160](index=160&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is **no other information** to report for this period[162](index=162&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including key agreements related to the company's formation and IPO - The report includes several exhibits, such as the **Underwriting Agreement**, **Second Amended and Restated Certificate of Incorporation**, **Warrant Agreement**, **Rights Agreement**, and various **certifications** by the principal executive and financial officers[164](index=164&type=chunk)