4//SEC Filing
Clean Earth Acquisitions Sponsor LLC 4
Accession 0001213900-24-007385
CIK 0001883984other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 4:04 PM ET
Size
11.4 KB
Accession
0001213900-24-007385
Insider Transaction Report
Form 4
Clean Earth Acquisitions Sponsor LLC
10% Owner
Transactions
- Other
Common Stock
2023-12-22+7,666,667→ 8,556,667 total - Other
Common Stock
2023-12-22+225,000→ 8,781,667 total - Purchase
Warrants to purchase Common Stock
2023-12-22+445,000→ 445,000 totalExercise: $11.50→ Common Stock (445,000 underlying)
Footnotes (5)
- [F1]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").
- [F2]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").
- [F3]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.
- [F4]Issued for conversion of promissory note with outstanding principal of $225,000 upon the closing of the Business Combination.
- [F5]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.
Documents
Issuer
Alternus Clean Energy, Inc.
CIK 0001883984
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001884034
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 4:04 PM ET
- Size
- 11.4 KB