Clean Earth Acquisitions (CLIN) - 2023 Q1 - Quarterly Report

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].