AEAE / AltEnergy Acquisition Corp. - Документы SEC, Годовой отчет, Доверенное заявление

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ALTENERGY ACQUIS

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 AltEnergy Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction of incorporation) (Commissi

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 ALTENERGY ACQUI

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amendment to the Amended and Restated Certificate of Incorporation of AltEnergy Acquisition Corp.

EX-3.1 Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTENERGY ACQUISITION CORP. (Pursuant to Section 242 of the Delaware General Corporation Law) The undersigned, being a duly authorized officer of ALTENERGY ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 ALTENERGY ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 ALTENERGY ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Delaware 001-40984 84-2157013 (State or other jurisdiction of incorporation) (Commissi

Letter from Marcum LLP to the Securities and Exchange Commission dated April 15, 2025.

EX-16.1 Exhibit 16.1 April 15, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AltEnergy Acquisition Corp. under Item 4.01 of its Form 8-K dated April 15, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Form of Merger Warrant Agreement

Exhibit 4.5 FORM OF MERGER WARRANT AGREEMENT THIS MERGER WARRANT AGREEMENT (this “Agreement”), dated as of [*], 2025, is by and between Car Tech [*] Inc. (formerly known as AltEnergy Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as Merger Warrant agent (the “Merger Warrant Agent” and, in its cap

Form of Lock-up Agreement

Exhibit 10.15 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February [●], 2025, by and between AltEnergy Acquisition Corp., a Delaware corporation (“Parent”), Car Tech, LLC, an Alabama limited liability company (the “Company”), and the undersigned (“Holder”). WHEREAS, as of the date hereof, Holder is a holder of Company Units,

Contribution and Exchange Agreement dated February 14, 2025 by and among the Company, Car Tech LLC, and Shinyoung Co., Ltd.

Exhibit 10.13 EXECUTION VERSION CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 14, 2025, by and among Car Tech, LLC, an Alabama limited liability company (the “Company”), Shinyoung Co., Ltd., a corporation organized in the Republic of Korea (“Shinyoung”), and AltEnergy Acquisition Corp., a Delaware corporation (“Parent

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission File Nu

Insider Trading Policy

Exhibit 19 ALTENERGY ACQUISITION CORP. INSIDER TRADING POLICY TRADING IN COMPANY SECURITIES WHILE IN POSSESSION OF MATERIAL NONPUBLIC INFORMATION IS PROHIBITED The purchase or sale of securities by any person who possesses material nonpublic information is a violation of federal and state securities laws. Furthermore, it is important that the appearance, as well as the fact, of trading on the basi

Form of Support Agreement

Exhibit 10.14 FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of February [●], 2025, is entered into by and between Car Tech, LLC, an Alabama limited liability company (the “Company”), AltEnergy Acquisition Corp., a Delaware corporation (“Parent”), and each of the undersigned, each of whom is a member of the Company or stockholder of Parent, as applicable (each, a “Ho

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 25, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Co

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4/A (Form Type) AltEnergy Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 AltEner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification

Amended and Restated Agreement and Plan of Merger, dated as of February 14, 2025, by and among AltEnergy Acquisition Corp., Car Tech Merger Sub, LLC, Car Tech Merger Sub II, LLC and Car Tech, LLC

Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ALTENERGY ACQUISITION CORP. CAR TECH MERGER SUB, LLC, CAR TECH MERGER SUB II, LLC, and CAR TECH, LLC, dated as of February 14, 2025 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 19 ARTICLE II THE MERGERS; CLOSING 20 Section 2.1 The Mergers 20 Section 2

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification

As filed with the Securities and Exchange Commission on February 14 , 2025 Registration Number 333-281469 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES

As filed with the Securities and Exchange Commission on February 14 , 2025 Registration Number 333-281469 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 28, 2025 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Com

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Co

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Co

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ALTENERGY A

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) 001-40984 (Commission File Number) Delaware 85-2157013 (State or other jurisdi

JOINT FILING AGREEMENT

EX-99.1 2 d881025dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of AltEnergy Acquisition Corp. dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance w

AEAE / AltEnergy Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d881025dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02157M108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Com

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Com

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ALTENERGY ACQUIS

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) 001-40984 (Commission File Number) Delaware 85-2157013 (State or other jurisdiction

Loan Agreement by and between the Company, as borrower, and Southern States Bank, an Alabama banking corporation, as lender, dated as of October 20, 2023, in the aggregate principal amount of $15,000,000.00

Exhibit 10.22 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2023 (the “Effective Date”), by and between CAR TECH LLC, an Alabama limited liability company (hereinafter referred to as “Borrower”) and Southern States Bank, an Alabama banking corporation (hereinafter referred to as “Lender”). W I T N E S S E T H: WHEREAS, Borrower has applied to Lend

Loan Agreement by and between the Company, as borrower, and Shin Won Ind Co., Ltd., as lender, dated as of September 4, 2023, in the aggregate principal amount of $900,000.00

Exhibit 10.32 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this September, 4th in 2023 by and between Shin Won Ind Co.,Ltd. having office located at                                     (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availab

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of July 20, 2023, in the aggregate principal amount of $400,000.00

Exhibit 10.24 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this July, 20th in 2023 by and between Shin Young Co., Ltd. having office located at                                (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 3680l (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to B

BMW Long Term Supply Agreement by and between the Company and BMW Manufacturing Co., LLC

Exhibit 10.36 Long-Term Supply Agreement between BMW Manufacturing Co., LLC                        - hereinafter collectively referred to as “BMW” - and XXX CAR TECH, LLC 600 CAR TECH DR - hereinafter referred to as “Contractor” - OPELIKA, AL 36801 USA Page 1 of 8 1. Subject Matter of the Agreement and Preconditions 1.1 The subject matter of this Long-Term Supply Agreement (this “Agreement”) is th

Term Note by and between the Company, as borrower, and GCFID Global Investment Fund, LLC, a Georgia limited liability company, as lender, dated as of February 28, 2023, evidencing the $30,500,000.00 commitment amount in the Loan Agreement with Grow America GIT

Exhibit 10.20 EXECUTION VERSION LOAN AGREEMENT Dated as of February 28, 2023 By and among CAR TECH LLC, as Borrower And GCFID GLOBAL INVESTMENT FUND, LLC, as Lender And GROW AMERICA GIT, LLC, as Agent TABLE OF CONTENTS Page Article I. Definitions 1 Section 1.1. Definitions 1 Section 1.2. General; References to Times 8 Article II. Credit Facility 8 Section 2.1. Term Loan 8 Section 2.2. Rates and Pa

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of December 27, 2022, in the aggregate principal amount of $1,000,000.00

Exhibit 10.30 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this December, 27th in 2022 by and between Shin Young Co., Ltd. having office located at                                   (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availabili

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of June 14, 2023, in the aggregate principal amount of $11,000,000.00

Exhibit 10.28 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this June, 14th in 2023 by and between Shin Young Co., Ltd. having office located at                           (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801(hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BORROWE

Shinyoung Restrictive Covenant Agreement

Exhibit 10.18 EXECUTION VERSION RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into on February 21, 2024, by and between (i) AltEnergy Acquisition Corp., a Delaware corporation (“Parent”), and (ii) Shinyoung Co., Ltd., a corporation organized in the Republic of Korea (“Shinyoung”). The Company and Shinyoung are sometimes referred to in this Agreeme

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of February 23, 2023, in the aggregate principal amount of $1,000,000.00

Exhibit 10.29 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this February, 23th in 2023 by and between Shin Young Co., Ltd. having office located at                          (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BOR

Loan Agreement by and between the Company, as borrower, and Shin Won Ind Co., Ltd, as lender, dated as of December 28, 2023, in the aggregate principal amount of $1,383,000.00

Exhibit 10.33 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this December, 28th in 2023 by and between Shin Won Ind Co., Ltd. having office located at                             hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to

Loan Agreement by and between the Company, as borrower, and Southern States Bank, an Alabama banking corporation, as lender, dated as of May 12, 2023, in the aggregate principal amount of $20,000,000.00

Exhibit 10.23 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2023 (the “Effective Date”), by and between CAR TECH LLC, an Alabama limited liability company (hereinafter referred to as “Borrower”) and Southern States Bank, an Alabama banking corporation (hereinafter referred to as “Lender”). W I T N E S S ET H: WHEREAS, Borrower has applied to Lender fo

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of September 2, 2023, in the aggregate principal amount of $700,000.00

Exhibit 10.26 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this September, 2nd in 2023 by and between Shin Young Co., Ltd. having office located at                        (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BORRO

Consent of Jonghoon Ha to be named as a director nominee.

Exhibit 99.4 July 17, 2024 Car Tech, LLC 600 Car Tech Drive Opelika, AL 36801 Consent to Reference in Proxy Statement/Prospectus AltEnergy Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) as Car Tech, LLC as co-registrant.

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of July 7, 2023, in the aggregate principal amount of $2,000,000.00

Exhibit 10.31 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this July, 07th in 2023 by and between Shin Young Co., Ltd. having office located at                                  (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 3680l (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of August 12, 2023, in the aggregate principal amount of $600,000.00

Exhibit 10.25 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this August, 12th in 2023 by and between Shin Young Co., Ltd. having office located at                             (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BO

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) AltEnergy Acquisition Corp.

Facility Agreement by and between the Company, as borrower, and The Export-Import Bank of Korea, a bank duly organized and existing under the laws of the Republic of Korea, as lender, dated as of February 10, 2023, in the aggregate principal amount of $10,000,000.00

Exhibit 10.21 FACILITY AGREEMENT U$10,000,000.- Between THE EXPORT-IMPORT BANK OF KOREA As Lender And CAR TECH, LLC As Borrower Dated as of February 10th, 2023 CONTENTS Clause Page 1. Definitions And Interpretation 1 2. The Facility 6 3. Purpose 6 4. Conditions Of Utilisation 6 5. Utilisation 8 6. Repayment 9 7. Prepayment And Cancellation 9 8. Interest 11 9. Interest Periods 12 10. Changes To The

Shinyoung Know-How License Agreement

Exhibit 10.19 Execution Version FORM OF KNOW-HOW LICENSE AGREEMENT This Know-How License Agreement (“Agreement”) is made as of the 21st day of February, 2024, by and among Shinyoung Co., Ltd., a corporation organized in the Republic of Korea (“Shinyoung”), and Car Tech, LLC, an Alabama limited liability company (“Car Tech”). Each of Shinyoung and Car Tech are sometimes referred to herein as a “Par

Loan Agreement by and between the Company, as borrower, and Shin Young Co., Ltd., as lender, dated as of February 7, 2023, in the aggregate principal amount of $800,000.00

Exhibit 10.27 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this February, 7th in 2023 by and between Shin Young Co., Ltd. having office located at                         (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BORRO

As filed with the Securities and Exchange Commission on August 12, 2024 Registration Number 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTENERGY ACQ

Table of Contents As filed with the Securities and Exchange Commission on August 12, 2024 Registration Number 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Consent of Dohyung Kim to be named as a director nominee.

Exhibit 99.5 July 17, 2024 Car Tech, LLC 600 Car Tech Drive Opelika, AL 36801 Consent to Reference in Proxy Statement/Prospectus AltEnergy Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) as Car Tech, LLC as co-registrant.

Loan Agreement by and between the Company, as borrower, and Shin Won Ind Co., Ltd., as lender, dated as of July 22, 2023, in the aggregate principal amount of $1,400,000.00

Exhibit 10.34 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this July, 22th in 2023 by and between Shin Won Ind Co., Ltd. having office located at                                   (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability

Consent of Ho Gap Kang to be named as a director nominee.

Exhibit 99.3 July 17, 2024 Car Tech, LLC 600 Car Tech Drive Opelika, AL 36801 Consent to Reference in Proxy Statement/Prospectus AltEnergy Acquisition Corp. (including any successor thereto, the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) as Car Tech, LLC as co-registrant.

Loan Agreement by and between the Company, as borrower, and Shin Won Ind Co., Ltd., as lender, dated as of November 19, 2023, in the aggregate principal amount of $1,800,000.00

Exhibit 10.35 LOAN AGREEMENT THIS LOAN AGREEMENT, is made this November, 19th in 2023 by and between Shin Won Ind Co., Ltd. having office located at                        (hereinafter, known as “LENDER”) and CAR TECH LLC, having offices and manufacturing facility at 600 Car Tech Drive, Opelika, AL 36801 (hereinafter, known as “BORROWER”). Article 1. Amount of Loan LENDER makes availability to BOR

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 ALTENERGY ACQUI

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commissi

Second Amendment to the Amended and Restated Certificate of Incorporation of AltEnergy Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40984), filed with the Securities and Exchange Commission on April 22, 2024)

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ALTENERGY ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE EIGHTEENTH DAY OF APRIL, A.D. 2024, AT 10:42 O`CLOCK A.M. 5045751 8100 SR# 20241503500 Authentication: 203280444 Date: 04-18-24 You may verify

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 16, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from       to       Commission File Nu

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Certificate of Incorporation together with the First Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended:   Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confi

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 March 20, 2024

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 March 20, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification

Form of Lock-up Agreement

Exhibit 10.4 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 21, 2024, by and between AltEnergy Acquisition Corp., a Delaware corporation (“Parent”), Car Tech, LLC, an Alabama limited liability company (the “Company”), and the undersigned (“Holder”). WHEREAS, as of the date hereof, Holder is a holder of Company Units, sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 AltEner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification

Agreement and Plan of Merger, dated as of February 21, 2024, by and among AltEnergy Acquisition Corp., Car Tech Merger Sub, LLC, and Car Tech, LLC

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ALTENERGY ACQUISITION CORP. CAR TECH MERGER SUB, LLC, and CAR TECH, LLC dated as of February 21, 2024 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 Section 1.2 Construction 18 ARTICLE II THE MERGER; CLOSING 19 Section 2.1 The Merger 19 Section 2.2 Closing; Effective Time 19 Section 2.3 Closing Del

Contribution and Exchange Agreement

Exhibit 10.1 EXECUTION VERSION CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of February 21, 2024, by and among Car Tech, LLC, an Alabama limited liability company (the “Company”), Shinyoung Co., Ltd., a corporation organized in the Republic of Korea (“Shinyoung”), and AltEnergy Acquisition Corp., a Delaware corporation (“Parent,

Warrant Transfer and Option Agreement

Exhibit 10.3 EXECUTION VERSION FORM OF WARRANT TRANSFER AND OPTION AGREEMENT THIS WARRANT TRANSFER AND OPTION AGREEMENT (this “Agreement”), dated as of February 21, 2024, is entered into by and among AltEnergy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Principal Investments, LLC, a Delaware limited liability company (“B. Riley”), and each of the unders

Car Tech, LLC and AltEnergy Acquisition Corp Announce Definitive Business Combination Agreement to List Merged Company on the NASDAQ Capital Market

Exhibit 99.1 Car Tech, LLC and AltEnergy Acquisition Corp Announce Definitive Business Combination Agreement to List Merged Company on the NASDAQ Capital Market Seoul, Korea/Opelika, AL/New York, NY: February 21, 2024 Car Tech, LLC (“Car Tech”), a U.S. stamped auto-body parts manufacturer and subsidiary of leading Korean supplier, Shinyoung Co., Ltd., and AltEnergy Acquisition Corp. (NASDAQ: AEAE)

Form of Support Agreement

Exhibit 10.2 FORM OF SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of February 21, 2024, is entered into by and between Car Tech, LLC, an Alabama limited liability company (the “Company”), AltEnergy Acquisition Corp., a Delaware corporation (“Parent”), and each of the undersigned, each of whom is a member of the Company or stockholder of Parent, as applicable (each, a “Hold

US02157M2070 / AltEnergy Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

SC 13G 1 tm246034d12sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 AltEnergy Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 02157M207 (CUSIP Number) 12/31/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

US02157M1080 / AltEnergy Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d771165dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AltEnergy Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02157M108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S

US02157M1080 / AltEnergy Acquisition Corp. / ADAGE CAPITAL PARTNERS GP, L.L.C. - ALTENERGY ACQUISITION CORP Passive Investment

SC 13G/A 1 p24-0584sc13ga.htm ALTENERGY ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02157M108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

US02157M1080 / AltEnergy Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltEnergy Acquisition Corp 02157M108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d

JOINT FILING AGREEMENT

EX-99.1 2 d560224dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of AltEnergy Acquisition Corp dated as of January 31, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with

US02157M1080 / AltEnergy Acquisition Corp. / AMERICAN FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G/A 1 ef20019794sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(b) (Amendment No. 1)* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities)

US02157M1080 / AltEnergy Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ALTENERGY ACQUISITION CORP. Passive Investment

SC 13G/A 1 p24-0113sc13ga.htm ALTENERGY ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02157M108 (CUSIP Number) December 31, 2023 (Date of event which requires filing of

JOINT FILING AGREEMENT

EX-99.1 2 d537386dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of AltEnergy Acquisition Corp dated as of November 7, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with

US02157M1080 / AltEnergy Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltEnergy Acquisition Corp 02157M108 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d)

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 AltEnergy A

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Comm

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 AltEnergy Acquis

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 July 25, 2023

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 July 25, 2023 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2023 AltEnergy Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 5, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 AltEnergy Acqui

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Certificate of Incorporation together with the First Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-40984), filed with the Securities and Exchange Commission on May 23, 2023).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 AltEnergy Acquisitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transi

NT 10-Q 1 d346167dnt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

US02157M1080 / AltEnergy Acquisition Corp. / AMERICAN FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(b) (Amendment No. )* Alt Energy Acquisition Corp. (Name of Issuer) Common, $0.0001 par value (Title of Class of Securities) 02157M108 (CUSIP Number) May 12, 2023 (Date

US02157M1080 / AltEnergy Acquisition Corp. / AltEnergy Acquisition Sponsor LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 02157M 108 (CUSIP Number) Russell Stidolph AltEnergy, LLC 600 Lexington Avenue, 9th Floor New York, New York 10022 (203) 299-1400 Copy to: Jack Levy

JOINT FILING AGREEMENT

EX-11 Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of AltEnergy Acquisition Corp, a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2023 AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

First Amendment to the Amended and Restated Certificate of Incorporation of AltEnergy Acquisition Corp.

Exhibit 3.1.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTENERGY ACQUISITION CORP. (Pursuant to Section 242 of the Delaware General Corporation Law) The undersigned, being a duly authorized officer of ALTENERGY ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

Form of Non-Redemption Agreement (incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2023)

EX-10.1 Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (“Agreement”) dated [], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), AltEnergy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and AltEnergy Acquisition Corp., a Delaware corporation (the “Company”). RECITALS: A. The Company will hold special meet

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

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 Filed by the Registrant ☒ 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 State

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

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 Filed by the Registrant ☒ 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 State

ALTENERGY ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF THE SPECIAL MEETING OF STOCKHOLDERS

EX-99.1 Exhibit 99.1 ALTENERGY ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF THE SPECIAL MEETING OF STOCKHOLDERS New York, April 26, 2023—AltEnergy Acquisition Corp. (Nasdaq: AEAEU, AEAE, AEAEW) (the “Company”) announced today that its special meeting of stockholders (the “Special Meeting”), which was originally scheduled for Thursday, April 27, 2023, has been postponed to 12:00 p.m. Eastern Time, o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

Amendment to Consulting Agreement, dated April 1, 2022, by and between the Registrant and Jonathan R. Darnell (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on April 11, 2023).

EX-10.10 Exhibit 10.10 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 April 1, 2022 Jonathan R. Darnell 450 E. 63rd Street, Apt 3E New York, NY 10065 Re: Consulting Agreement Dear Jon, Reference is made to that certain letter agreement (the “Consulting Agreement”) dated April 12, 2021, by and between Jonathan R. Darnell (“you”) and A1tEnergy Acquisition Corp. (the “Com

Amendment to Administrative Services Agreement, dated January 28, 2023, between the Company and AltEnergy, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on April 11, 2023).

EX-10.9 Exhibit 10.9 ALTENERGY ACQUISITION CORP 600 LEXINGTON AVENUE 9TH FLOOR NEW YORK, NEW YORK 10022 January 28, 2023 AltEnergy, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: Reference is made to the Administrative Services Agreement by and among AltEnergy Acquisition Corp. (the “Company”), and AltEnergy, LLC (the “Provider”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40

Amendment to Consulting Agreement, dated January 1, 2023, by and between the Registrant and Jonathan R. Darnell (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on April 11, 2023).

EX-10.11 Exhibit 10.11 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 January 1, 2023 Jonathan R. Darnell 450 E. 63rd street, Apt 3E New York, NY 10065 Re: Consulting Agreement Dear Jon, Reference is made to that certain letter agreement (the “Consulting Agreement”) dated April 12, 2021 and subsequently amended on April 1, 2022, by and between Jonathan R. Darnell (“you

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 April 4, 2023

CORRESP Morrison Cohen LLP 909 Third Avenue New York, NY 10022 April 4, 2023 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Tra

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40984), filed with the Securities and Exchange Commission on March 24 2023).

Exhibit 3.1 CERTIFICATE OF CORRECTION TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALTENERGY ACQUISITION CORP. AltEnergy Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the corporation is AltEnergy Acquisition Corp. (the “Company”). 2. The Company’s Amended and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 AltEnergy Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 20, 2023 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Commi

US02157M1080 / AltEnergy Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d412261dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltEnergy Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 02157M108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statemen

US02157M1080 / AltEnergy Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ALTENERGY ACQUISITION CORP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 02157M108 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the r

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 AltEnergy A

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 AltEnergy Acquis

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 AltEnergy Acqui

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40984 ALTENERGY ACQU

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on March 15, 2022.

Exhibit 14 ALTENERGY ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective October 15, 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of AltEnergy Acquisition Corp. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent

US02157M2070 / AltEnergy Acquisition Corp. / CALAMOS INVESTMENT TRUST/IL - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 AltEnergy Acquisition Corp (Name of Issuer) Class A (Title of Class of Securities) 02157M207 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

AltEnergy Acquisition Corp.. Announces Separate Trading of its Common Stock and Warrants, Commencing December 13, 2021

EX-99.1 2 d202976dex991.htm EX-99.1 Exhibit 99.1 AltEnergy Acquisition Corp.. Announces Separate Trading of its Common Stock and Warrants, Commencing December 13, 2021 NEW YORK, December 13, 2021/PRNewswire/ — AltEnergy Acquisition Corp. (the “Company”) (NASDAQ: AEAEU, AEAE, AEAEW), a special purpose acquisition company sponsored by AltEnergy, LLC, today announced that, commencing December 13, 202

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2021 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction of incorporation) (Comm

QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 AltEnergy A

Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ADAGE CAPITAL PARTNERS GP, L.L.C. - ALTENERGY ACQUISITION CORP.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02157M207** (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

Warrant Agreement, dated October 28, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-4.1 4 d201116dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 28, 2021, is by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred

Indemnity Agreement, dated October 28, 2021, by and between the Company and Russell Stidolph

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Russell Stidolph (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pr

Amended and Restated Certificate of Incorporation

EX-3.1 3 d201116dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HERE

AltEnergy Acquisition Corp. Announces Closing of $230 Million Initial Public Offering, including Full Exercise of IPO Overallotment Option

EX-99.2 Exhibit 99.2 AltEnergy Acquisition Corp. Announces Closing of $230 Million Initial Public Offering, including Full Exercise of IPO Overallotment Option NEW YORK, November 02, 2021 /PRNewswire/ — AltEnergy Acquisition Corp. (the “Company”), a special purpose acquisition company sponsored by AltEnergy, LLC, today announced that it closed its initial public offering of 23,000,000 units, inclu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2021 AltEnergy Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40984 86-2157013 (State or other jurisdiction Identification No.) (Com

Private Placement Warrant Subscription Agreement, dated October 28, 2021, among the Company, B. Riley Principal Investments, LLC and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-10.4 8 d201116dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of October, 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and B. Riley Principal Investments, LLC (the “Subscriber”). WHEREAS, the Company has filed with the S

Private Placement Warrant Subscription Agreement, dated October 28, 2021, among the Company, AltEnergy Acquisition Sponsor and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-10.3 7 d201116dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of October, 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and AltEnergy Acquisition Sponsor, LLC (the “Subscriber”). WHEREAS, the Company has filed with the Se

Investment Management Trust Agreement, dated October 28, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8K filed with the Securities and Exchange Commission on October 28, 2021)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S

Indemnity Agreement, dated October 28, 2021, by and between the Company and William Campbell

EX-10.11 15 d201116dex1011.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and William Campbell (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers

AltEnergy Acquisition Corp. Prices $200 Million Initial Public Offering

Exhibit 99.1 AltEnergy Acquisition Corp. Prices $200 Million Initial Public Offering NEW YORK, October 29, 2021 /PRNewswire/ — AltEnergy Acquisition Corp. (the “Company”), a special purpose acquisition company sponsored by AltEnergy, LLC, today announced that it has priced its initial public offering of 20,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $2

ALTENERGY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 2, 2021 F-3 Notes to Balance Sheet F-4

Exhibit 99.3 ALTENERGY ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 2, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of AltEnergy Acquisition Corp. Opinion on the Financial Statement We have audited the accompan

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-258594) , filed with the Securities and Exchange Commission on October 7, 2021).

EX-10.7 11 d201116dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Jonathan Darnell (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or i

Indemnity Agreement, dated October 28, 2021 by and between the Company and Arul Gupta

EX-10.9 13 d201116dex109.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Arul Gupta (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in othe

Indemnity Agreement, dated October 28, 2021, by and between the Company and Audrey Zibelman

EX-10.13 17 d201116dex1013.htm EX-10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Audrey Zibelman (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers o

Underwriting Agreement, dated October 28, 2021, between the Company and B. Riley Securities, Inc.

EX-1.1 2 d201116dex11.htm EX-1.1 Exhibit 1.1 20,000,000 Units AltEnergy Acquisition Corp. UNDERWRITING AGREEMENT October 28, 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the Underwriters Ladies and Gentlemen: AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the underwriters named in Schedul

Registration Rights Agreement, dated October 28, 2021, among the Company, AltEnergy Acquisition Sponsor and B. Riley Principal Investments, LLC. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-10.5 9 d201116dex105.htm EX-10.5 Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), AltEnergy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, Inc. (the “Underwr

Administrative Services Agreement, dated October 28, 2021, between the Company and AltEnergy, LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-10.6 10 d201116dex106.htm EX-10.6 Exhibit 10.6 ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022 October 28, 2021 AltEnergy, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and among AltEnergy Acquisition Corp. (the “Company”), AltEnergy, LLC (the “Provider”), dated as of the d

Letter Agreement, dated October 28, 2021, among the Company, AltEnergy Acquisition Sponsor, LLC and B. Riley Securities, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40984, filed with the Securities and Exchange Commission on November 8, 2021).

EX-10.1 5 d201116dex101.htm EX-10.1 Exhibit 10.1 October 28, 2021 AltEnergy Acquisition Corp. 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between AltEnergy Acquisition Corp., a

Indemnity Agreement, dated October 28, 2021 by and between the Company and Michael Salvator

EX-10.10 14 d201116dex1010.htm EX-10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Michael Salvator (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers

Indemnity Agreement, dated October 28, 2021, by and between the Company and Daniel Shribman

EX-10.12 16 d201116dex1012.htm EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Daniel Shribman (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers o

REGISTRATION RIGHTS AGREEMENT

Exhibit 3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 28, 2021, is made and entered into by and among AltEnergy Acquisition Corp.

PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT

EX-99.1 2 d256988dex991.htm EX-99.1 Exhibit 1 PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of October, 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and AltEnergy Acquisition Sponsor, LLC (the “Subscriber”). WHEREAS, the Company has filed with the Secur

JOINT FILING AGREEMENT

EX-99.11 5 d256988dex9911.htm EX-99.11 Exhibit 11 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereu

[Signature Page Follows]

EX-99.2 3 d256988dex992.htm EX-99.2 Exhibit 2 October 28, 2021 AltEnergy Acquisition Corp. 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between AltEnergy Acquisition Corp., a De

AltEnergy Acquisition Sponsor LLC - SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AltEnergy Acquisition Corp. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 02157M 108 (CUSIP Number) Russell Stidolph AltEnergy, LLC 600 Lexington Avenue, 9th Floor New York, New York 10022 (203) 299-1400 Copy to: Jack Levy Morrison Cohen LLP 909 Thir

$200,000,000 ALTENERGY ACQUISITION CORP. 20,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-258594 PROSPECTUS $200,000,000 ALTENERGY ACQUISITION CORP. 20,000,000 Units AltEnergy Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, wh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AltEnergy Acquisition Corp. (Exact Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AltEnergy Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2157013 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 600 Lexington

* * * [Signature Page Follows]

October 26, 2021 VIA EDGAR Matthew Crispino Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AltEnergy Acquisition Corp. Registration Statement on Form S-1 File No. 333-258594 Dear Mr. Crispino: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for

ALTENERGY ACQUISITION CORP 600 Lexington Avenue 9th Floor New York, New York 10022

ALTENERGY ACQUISITION CORP 600 Lexington Avenue 9th Floor New York, New York 10022 October 26, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, NE Washington, D.

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 20,000,000 Units AltEnergy Acquisition Corp. UNDERWRITING AGREEMENT October , 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the Underwriters Ladies and Gentlemen: AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the underwriters named in Schedule I hereto (the “Underwriter

Amended and Restated Certificate of Incorporation

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the na

Form of Code of Ethics

EX-14 Exhibit 14 ALTENERGY ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective October 15, 2021 I. INTRODUCTION The Board of Directors (the “Board”) of AltEnergy Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the

As filed with the U.S. Securities and Exchange Commission on October 21, 2021

S-1/A 1 d131921ds1a.htm S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on October 21, 2021 Registration No. 333-258594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delawar

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 October 21, 2021

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 October 21, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258594), filed with the Securities and Exchange Commission on October 7, 2021).

EX-3.2 3 d131921dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF ALTENERGY ACQUISITION CORP. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Jupiter Acquisition Corporation (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation

Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. That the name of t

Form of Private Placement Warrant Subscription Agreement between the Registrant and certain purchasers

Exhibit 10.5 PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and B. Riley Securities, Inc. (the “Subscriber”). WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”) a Registr

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-258594), filed with the Securities and Exchange Commission on October 7, 2021).

EX-4.1 5 d131921dex41.htm EX-4.1 Exhibit 4.1 NUMBER U- UNITS CUSIP [•] SEE REVERSE FOR CERTAIN DEFINITIONS ALTENERGY ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Clas

Audit Committee Charter

Exhibit 99.1 ALTENERGY ACQUISITION CORP. FORM OF AUDIT COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of AltEnergy Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulator

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).

As filed with the U.S. Securities and Exchange Commission on October 7, 2021

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 7, 2021 Registration No. 333-258594 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2157013 (State or oth

Founder Shares Subscription Agreement, dated March 25, 2021, between the Registrant and AltEnergy Acquisition Sponsor, LLC

Exhibit 10.3 ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022 March 25, 2021 AltEnergy Acquisition Sponsor, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer AltEnergy Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Fou

Consulting Agreement, dated April 12, 2021, by and between Registrant and Arul Gupta (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-258594) , filed with the Securities and Exchange Commission on October 7, 2021).

EX-10.11 20 d131921dex1011.htm EX-10.11 Exhibit 10.11 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 April 12, 2021 Arul Gupta 49 Treadwell Avenue Westport, CT 06880 Re: Independent Consulting Services Dear Arul, This letter will confirm that AltEnergy Acquisition Corp. (the “Company”) has retained you, Arul Gupta, (“you”) to provide independent consulting services. Se

Promissory Note issued in favor of AltEnergy Sponsor, LLC, dated March 25, 2021

Exhibit 10.8 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Amended and Restated Certificate of Incorporation

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of t

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File N

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258594), filed with the Securities and Exchange Commission on October 7, 2021).

EX-4.2 6 d131921dex42.htm EX-4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP [•] SEE REVERSE FOR CERTAIN DEFINITIONS ALTENERGY ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF ALTENERGY ACQUISITION CORPORATION (THE “COMPANY”) tra

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-258594), filed with the Securities and Exchange Commission on October 7, 2021).

Exhibit 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ALTENERGY ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warran

Consulting Agreement, dated April 12, 2021, by and between the Registrant and Jonathan R. Darnell (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-258594) , filed with the Securities and Exchange Commission on October 7, 2021).

EX-10.10 19 d131921dex1010.htm EX-10.10 Exhibit 10.10 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 April l2, 2021 Jonathan R. Darnell 450 E. 63rd Street, Apt 3E New York, NY 10065 Re: Independent Consulting Services Dear Jon, This letter will confirm that AltEnergy Acquisition Corp. (the “Company”) has retained you, Jonathan R. Darnell, (“you”) to provide independent

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-258594) , filed with the Securities and Exchange Commission on October 7, 2021).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between AltEnergy Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protec

Form of Letter Agreement among the Registrant, AltEnergy Acquisition Sponsor LLC, B. Riley Securities, Inc., certain securityholders and each of the officers and directors of the Registrant

Exhibit 10.1 , 2021 AltEnergy Acquisition Corp. 600 Lexington Avenue, 9th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between AltEnergy Acquisition Corp., a Delaware corporation (the ?Company?), and B.

Nominating and Corporate Governance Committee Charter

Exhibit 99.3 ALTENERGY ACQUISITION CORP. FORM OF NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [ ], 2021 I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of AltEnergy Acquisition Corp. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and recommend to the

Form of Private Placement Warrant Subscription Agreement between the Registrant and AltEnergy Acquisition Sponsor, LLC

Exhibit 10.4 PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT This PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [•], 2021, by and between AltEnergy Acquisition Corp, a Delaware corporation (the “Company”), and AltEnergy Acquisition Sponsor, LLC (the “Subscriber”). WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”)

Form of Registration Rights Agreement between the Registrant and certain securityholders

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), AltEnergy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), B. Riley Securities, Inc. (the “Underwriter” and together with the Sponsor, the “Foun

Form of Administrative Services Agreement

Exhibit 10.9 ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022 [•], 2021 AltEnergy, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and among AltEnergy Acquisition Corp. (the “Company”), AltEnergy, LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that,

Compensation Committee Charter

Exhibit 99.2 ALTENERGY ACQUISITION CORP. FORM OF COMPENSATION COMMITTEE CHARTER Effective [ ], 2021 I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of AltEnergy Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and approving the

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 October 7, 2021

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 October 7, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258594) , filed with the Securities and Exchange Commission on October 7, 2021).

Exhibit 3.2 BYLAWS OF ALTENERGY ACQUISITION CORP. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Jupiter Acquisition Corporation (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation Service Company. 1.2 Other Office

Consulting Agreement, dated April 12, 2021, by and between the Registrant and Jonathan R. Darnell

Exhibit 10.10 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 April l2, 2021 Jonathan R. Darnell 450 E. 63rd Street, Apt 3E New York, NY 10065 Re: Independent Consulting Services Dear Jon, This letter will confirm that AltEnergy Acquisition Corp. (the “Company”) has retained you, Jonathan R. Darnell, (“you”) to provide independent consulting services. Set forth below ar

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 August 6, 2021

Morrison Cohen LLP 909 Third Avenue New York, NY 10022 August 6, 2021 VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of t

Consulting Agreement, dated April 12, 2021, by and between the Registrant and Arul Gupta

Exhibit 10.11 AltEnergy Acquisition Corp. 137 Rowayton Avenue Rowayton, Connecticut 06853 April 12, 2021 Arul Gupta 49 Treadwell Avenue Westport, CT 06880 Re: Independent Consulting Services Dear Arul, This letter will confirm that AltEnergy Acquisition Corp. (the “Company”) has retained you, Arul Gupta, (“you”) to provide independent consulting services. Set forth below are the terms of this inde

Promissory Note issued in favor of AltEnergy Sponsor, LLC, dated March 25, 2021

EX-10.8 Exhibit 10.8 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO

Founder Shares Subscription Agreement, dated March 25, 2021, between the Registrant and AltEnergy Acquisition Sponsor, LLC

Exhibit 10.3 ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022 March 25, 2021 AltEnergy Acquisition Sponsor, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer AltEnergy Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Fou

As filed with the U.S. Securities and Exchange Commission on August 6, 2021

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 6, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2157013 (State or other jurisdiction of incorpo

ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022

EX-10.3 Exhibit 10.3 ALTENERGY ACQUISITION CORP. 600 Lexington Avenue 9th Floor New York, NY 10022 March 25, 2021 AltEnergy Acquisition Sponsor, LLC 600 Lexington Avenue 9th Floor New York, NY 10022 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer AltEnergy Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shar

BYLAWS ALTENERGY ACQUISITION CORP. (a Delaware corporation) ARTICLE I

EX-3.2 3 filename3.htm Exhibit 3.2 BYLAWS OF ALTENERGY ACQUISITION CORP. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Jupiter Acquisition Corporation (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation Service Co

As submitted confidentially with the U.S. Securities and Exchange Commission on April 28, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

Table of Contents As submitted confidentially with the U.S. Securities and Exchange Commission on April 28, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION S

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ALTENERGY ACQUISITION CORP. (Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware) AltEnergy Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. That the name of t

PROMISSORY NOTE Principal Amount: Up to $250,000 Dated as of March 25, 2021

EX-10.10 5 filename5.htm Exhibit 10.10 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOP