Item 8.01. Other Events.
On May 10, 2023, Clean Earth Acquisitions Corp. (the "Company") filed a
definitive proxy statement on Schedule 14A (the "Proxy Statement") to, among
other things, propose certain amendments to the Company's second amended and
restated certificate of incorporation (the "Charter") and Investment Management
Trust Agreement, dated February 23, 2022, by and between the Company and
American Stock Transfer & Trust Company (the "Trust Agreement") to extend the
date by which the Company must consummate a business combination (a "Business
Combination") up to six times, from May 28, 2023 (the "Termination Date") to
November 28, 2023, composed of six one-month extensions (each, an "Extension"),
for a total of six months after the Termination Date.
The Proxy Statement further set forth that in connection with each Extension,
Clean Earth Acquisitions Sponsor LLC, a Delaware limited liability company (the
"Sponsor") or its affiliates or permitted designees would agree to deposit into
the trust account (the "Trust Account") for each of the six one-month
extensions, the lesser of (i) $195,000 or (ii) $0.04 for each share of the
Company's Class A common stock, par value $0.0001 per share (the "Public
Shares") not redeemed in connection with each Extension (the "Extension
Payment").
Separately, on May 17, 2023, the Company issued a letter to its shareholders
(the "CEO Letter") discussing recent developments concerning the Company and its
business. A copy of the CEO Letter was furnished as Exhibit 99.1 to the
Company's Current Report on Form 8-K dated May 17, 2023 and is incorporated into
this Item 8.01 by reference. The CEO Letter stated that the Company anticipated
awarding 0.5 shares of common equity of the combined company following the
consummation of the Business Combination (the "Combined Company") per share of
the Company that is not redeemed through the closing (the "Closing") of the
Business Combination (the "Non-Redemption Incentive").
To further clarify the CEO Letter, the Extension Payment will be payable by the
Sponsor into the Trust Account for each Extension requested following the
Termination Date. The Non-Redemption Incentive will be issued by the Combined
Company to shareholders for any non-redeemed Public Shares held through the time
of Closing. The Company anticipates that it will register the shares awarded
pursuant to the Non-Redemption Incentive on a resale registration statement
following the Closing.
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