AltEnergy Acquisition Corp.

Overview

AltEnergy Acquisition Corp. is a special purpose acquisition company (SPAC) formed in February 2021 to effect an initial business combination (merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction). Until a business combination is completed, the company holds funds in trust and has no operating business.

Public offering and funding

• IPO: 23,000,000 units sold on November 2, 2021 (including 3,000,000 units from the over-allotment) at $10.00 per unit. Gross IPO proceeds: $230,000,000.
• Private placement warrants: 12,000,000 warrants issued at $1.00 each to the Sponsor and BRPI (an affiliate of B. Riley Securities), gross proceeds $12,000,000.
• Founder shares: 5,750,000 Class B shares issued prior to the IPO for $25,000.
• Trust funding: IPO and private placement gross proceeds totaled about $236,765,000, with $234,600,000 placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company (approximately $10.20 per unit).

Corporate structure and control

• Sponsor: AltEnergy Acquisition Sponsor, LLC (Delaware), an affiliate of the CEO.
• Sponsor and management ownership: approximately 91.8% of the company’s common stock (as disclosed in risk factors), providing material influence over stockholder votes and amendments.

Management and personnel

• As reported, the company had two officers and no full-time employees prior to completing an initial business combination.
• Officers and directors have no specific hour commitments; no additional employees were planned prior to completing a business combination.
• Executive offices: 600 Lexington Avenue, 9th Floor, New York, NY 10022. Office space and related services are provided by an affiliate of the Sponsor for $15,000 per month.

Operations and timeline

• The company has not completed a business combination.
• Deadlines to complete a business combination have been extended multiple times: approvals extended through February 2025 and then to May 2, 2026, with the board authorized to extend further in one-month increments as allowed by prior approvals.
• Nasdaq listing: the company was delisted from Nasdaq in November 2024; its securities trade on the OTC Pink market under tickers AEAE, AEAEU, and AEAEW.

Financial position (as of December 31, 2025)

• Trust account balance: $6,196,874 (approximately $12.00 per share).
• Cash outside the trust: $18,708.
• Restricted investment account: $101,025 reserved for dissolution costs (after interest/taxes and up to $100,000 to address dissolution expenses).
• Excise tax liability: a 1% excise tax liability under the Inflation Reduction Act related to potential redemptions and other transactions was recorded at $2,346,016 as of December 31, 2025 (compared with $2,319,976 as of December 31, 2024). The company intends to file amended Form 720-X to seek abatement of interest and penalties and potentially remove this liability if guidance permits.
• Warrant accounting: public and private warrants are accounted for as a warrant liability and are remeasured to fair value each reporting period; changes in fair value affect earnings.
• Outstanding shares (per March/April 2025 filings): 6,488,146 issued and outstanding shares (approximately 6,238,146 Class A and 250,000 Class B). The December 31, 2025 note confirms the trust balance and liquidity position.

Revenue, customers, and income

• Revenue: none to date.
• Customers: none to date.
• Operating income: none to date; any income would depend on completing an initial business combination or interest activity related to trust investments.

Key risks and considerations

• Sponsor ownership concentration gives the Sponsor and management material control over governance, amendments and post-combination actions.
• The company may require additional financing to complete a business combination; there is no assurance such financing will be available on favorable terms.
• If no business combination is completed by the extended deadline, public stockholders may redeem at the applicable per-share amount and warrants may expire worthless.
• Trading on the OTC Pink market can result in higher volatility and lower liquidity compared with a national exchange.

Summary

AltEnergy Acquisition Corp. is a SPAC that raised funds through a 2021 IPO and a private warrant placement and placed the proceeds in a trust while seeking a business combination. The company has two officers, uses sponsor-affiliated office services, and has extended its combination deadline into 2026. As of December 31, 2025, the trust held approximately $6.20 million, with limited cash outside the trust and a modest restricted account reserved for dissolution costs. The company continues to pursue a business combination and remains subject to redemption provisions, warrant accounting adjustments, and governance influences tied to sponsor ownership.