Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed in Item 5.07 of this Current Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 16, 2024, AltEnergy Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of March 5, 2024, the record date of the Special Meeting, there were 7,327,478 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 7,077,478 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the Special Meeting, approximately 84.8% of the total shares of Common Stock outstanding as of the record date were present in person or by proxy, which constituted a quorum. A summary of the voting results at the Special Meeting for each of the proposals is set forth below.
Proposal 1
The Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to extend the date by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021 (the “IPO”), from May 2, 2024, to November 2, 2024 (the “Extended Date”) and to allow the Board, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (such proposal, the “Extension”). The voting results for such proposal were as follows:
| | | | |
For | | Against | | Abstain |
6,177,170 | | 37,596 | | 0 |
Proposal 2
The Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to eliminate from the limitation that the Company shall not redeem the Class A Shares included as part of the units sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions (such proposal, the “Redemption Limitation Amendment”). The voting results for such proposal were as follows:
| | | | |
For | | Against | | Abstain |
6,214,763 | | 3 | | 0 |
On Apri1 17, 2024, to effectuate the Extension and the Redemption Limitation Amendment, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Stockholders holding 839,332 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”) in connection with the Extension. As a result, $9,513,006.70 (approximately $11.33 per share) will be removed from the Trust Account to pay such holders.
