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.) | (Commission File Number) | (I.R.S. Employer of incorporation) |
| 600 Lexington Avenue | ||
| 9th Floor | ||
| New York, NY | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
(203) 299-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Units, each consisting of one share of Class A common stock and one- half of one Warrant | AEAEU | OTC Pink Open Market | ||
| Class A common stock, par value $0.0001 per share | AEAE | OTC Pink Open Market | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | AEAEW | OTC Pink Open Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
As previously reported, on April 16, 2024, AltEnergy Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of stockholders at which 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.
On October 30, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from November 2, 2024 to December 2, 2025 (the “First Optional Extension”).
On November 25, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from December 2, 2024 to January 2, 2025 (the “Second Optional Extension”).
On December 20, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from January 2, 2025 to February 2, 2025 (the “Third Optional Extension”). This Current Report on Form 8-K constitutes notice to stockholders of the Board’s approval of the Third Optional Extension.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALTENERGY ACQUISITION CORP. | ||
| By: | /s/ Russell Stidolph | |
| Name: Russell Stidolph | ||
| Title: Chief Executive Officer | ||
Date: December 23, 2024
