Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
16 November 2023 - 11:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy
Statement |
| ¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy
Statement |
| x | Definitive Additional
Materials |
| ¨ | Soliciting Material
Pursuant to Section 240.14a-12 |
CLEAN EARTH ACQUISITIONS CORP. |
(Name of Registrant as Specified In Its Charter) |
N/A |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously
with preliminary materials |
| ¨ | Fee computed on
table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(a)(1) and 0-11 |
CLEAN EARTH ACQUISITIONS CORP.
12600 Hill Country Blvd, Building R, Suite 275
Bee Cave, Texas 78738
Explanatory Note
On November 7, 2023, Clean
Earth Acquisitions Corp., a Delaware corporation (the “Company,” “we,” “our”
or “us”), filed a definitive proxy statement (the “Proxy Statement”) with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with the Company’s special meeting of stockholders to be held virtually
at 10:00 a.m. Eastern Time on November 24, 2023, at https://web.lumiagm.com/290463470 (passcode “cleanearth2023”), and at
any adjournment or postponement thereof (the “Meeting”). At the Meeting, among other things, the Company’s stockholders
will be asked to consider and vote upon a proposal (the “Extension Amendment Proposal”) to amend the Company’s
second amended and restated certificate of incorporation (the “Existing Charter”) to extend the date by which the Company
has to consummate an initial business combination from November 28, 2023 (the “Termination Date”) to May 28, 2024 (the
“Extended Date,” such amendment, the “Extension Amendment,” and such extension, the “Extension”).
The Company is providing
this supplement to the Proxy Statement (this “Supplement”) to advise the Company’s stockholders that Clean Earth
Acquisitions Sponsor LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”), has
agreed that if the Extension Amendment Proposal is approved and the Extension becomes effective, the Sponsor will make deposits of additional
funds, as described below, into the trust account established in connection with the Company’s initial public offering (the “Trust
Account”) for the aggregate benefit of holders of our Public Shares (as defined in the Proxy Statement) that are not redeemed
in connection with the Extension Amendment Proposal, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation
of an initial business combination. The Sponsor will not be repaid in the event that the Company is unable to consummate an initial business
combination, unless there are funds available outside the Trust Account to do so.
SUPPLEMENT TO THE PROXY STATEMENT DATED NOVEMBER
7, 2023
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 24, 2023
This Supplement is
being filed with the SEC and is being made available to the Company’s stockholders of record of as of the close of business
on November 2, 2023, the record date for the Meeting (the “Record Date”). The following information supplements and
should be read in conjunction with the Proxy Statement that the Company mailed to you on or about November 8, 2023. All capitalized terms
not defined herein shall have the same meaning as in the Proxy Statement.
The Company is providing
this Supplement to advise its stockholders that the Sponsor has agreed that if the Extension Amendment Proposal is approved and the Extension
becomes effective, for each month following the current Termination Date, or pro rata portion thereof if less than a month, until the
earlier of (i) the date of the special meeting held in connection with the shareholder vote to approve an initial business combination
and (ii) May 28, 2024 (or any earlier date of termination, dissolution or winding up of the Company in accordance with its governing documents),
the Sponsor will deposit, on or before the 28th day of each such month, the lesser of (i) $120,000 and (ii) $0.028 for each Public Share
that has not been redeemed in connection with the Extension Amendment Proposal, into the Trust Account for the aggregate benefit of holders
of our Public Shares that are not redeemed in connection with the Extension Amendment Proposal, in exchange for a non-interest bearing,
unsecured promissory note payable upon consummation of a Business Combination. The Sponsor will not be repaid in the event that the Company
is unable to consummate an initial business combination, unless there are funds available outside the Trust Account to do so.
Except as described in
this Supplement, none of the information presented in the Proxy Statement is affected by this Supplement. This Supplement does not provide
all of the information that is important to your voting decisions at the Meeting, and the Proxy Statement contains other important additional
information. This Supplement should be read in conjunction with the Proxy Statement.
You are not being asked
to vote on the Business Combination at this time. If the Extension Amendment is implemented and you do not elect to redeem your Public
Shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the
right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your Public Shares for cash in
the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.
Neither the SEC nor any
state securities commission has determined if the Proxy Statement, as supplemented by this Supplement, is accurate or complete. Any representation
to the contrary is a criminal offense.
Your vote is important.
If you are a stockholder of record, please vote online at www.voteproxy.com or sign, date, and return your proxy card as soon as possible
to make sure that your shares are represented at the Meeting. If you are a stockholder of record, you may also cast your vote online at
the Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your
shares, or you may cast your vote online at the Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or
instruct your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and
an abstention will have the same effect as voting “AGAINST” the Extension Amendment Proposal. Proxy cards that are signed
and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting
instructions or revoke your proxy at any time prior to the Extension Meeting by following the instructions included in this proxy statement
and on the proxy card.
IMPORTANT NOTICE
REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD VIRTUALLY ON NOVEMBER 24, 2023:
This Supplement, the Proxy Statement and the related proxy card are available, free of charge at
https://www.astproxyportal.com/ast/98333 or on the SEC’s website at www.sec.gov.
This Supplement is being filed with the SEC
on November 16, 2023.
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