The Latest Non-Redemption Agreements: July 26, 2023

Latest Non-Redemption Agreements: Project Energy Reimagined and Clean Earth

Project Energy Reimagined Acquisition Corporation (PEGR) Adds Non-Redemption Agreement

On July 25, Project Energy Reimagined Acquisition Corp. (NASDAQ:PEGR) entered into one or more agreements with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Class A ordinary shares, in connection with the extraordinary general meeting of shareholders to be held on August 1 to extend the completion deadline from August 2, 2023 to May 2, 2024.

In exchange for the foregoing commitments not to redeem such public shares, the company has agreed to issue or cause to be issued to each such investor 138,000 Class A Ordinary Shares at the time of the company’s initial business combination. In addition, the company has agreed that it will not utilize any funds from the trust account established in connection with the IPO to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption of public shares, including in connection with the Extension, an initial business combination or liquidation.

The Non-Redemption Agreements are not expected to increase the likelihood that any of the proposals are approved by the shareholders but are expected to increase the amount of funds that remain in the trust.

Clean Earth Acquisition Corporation (CLIN) Adds Non-Redemption Incentive

On July 24, Clean Earth Acquisitions Corp. (NASDAQ:CLIN) and Alternus Energy Group entered into a letter agreement, which, among other things, provided for the general terms of the non-redemption incentive to be offered to stockholders in connection with the forthcoming special meeting to vote on a proposal to approve a business combination.

Pursuant to the Letter Agreement, the parties agreed that it is in the best interest of the parties that the Non-redemption Incentive reflect the following general terms:

• Each holder of Public Units who held shares as of the close of business on July 20, 2023 is entitled to redeem their shares with respect to any of their shares, does not exercise their redemption rights in connection with meeting, and elects to participate in the Non-redemption Incentive by providing timely written notice of such election to the company will receive 0.5 shares of class A common stock of the combined company.
• An eligible stockholder who redeems some, but not all, of their shares and who otherwise meets the foregoing criteria, remains eligible to receive Non-redemption Shares with respect to each share that is not redeemed.
• A maximum of 5,000,000 shares in the aggregate may be accepted into the Non-redemption Incentive, meaning that a maximum of 2,500,000 Non-redemption Shares in the aggregate may be issued pursuant to the Non-redemption Incentive.
• Written notice of an eligible stockholder’s election to participate in the Non-redemption Incentive is timely if received by the Company prior to 5:00 PM New ET on the date that is two business days prior to the meeting
• If the number of shares held by all eligible stockholders at the time of the closing exceeds the Share Cap, the Non-redemption Shares will be issued to eligible stockholders on a pro-rata basis. No fractional Non-redemption Shares will be issued pursuant to the Non-redemption Incentive. If an eligible stockholder would be entitled to receive a fractional Non-redemption share, it will be rounded down.
• Neither the sponsor, nor any of the company’s directors, officers, advisors or their respective affiliates will be permitted to participate in the Non-redemption Incentive.