Current Report Filing (8-k)
April 27 2023 - 3:49PM
Edgar (US Regulatory)
AltEnergy Acquisition Corp false 0001852016 0001852016 2023-04-26 2023-04-26 0001852016 aeaeu:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneHalfOfOneWarrantMember 2023-04-26 2023-04-26 0001852016 us-gaap:CommonStockMember 2023-04-26 2023-04-26 0001852016 aeaeu:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50Member 2023-04-26 2023-04-26
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)
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| Delaware |
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001-40984 |
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86-2157013 |
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(Commission File Number) |
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(I.R.S. Employer of incorporation) |
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| 600 Lexington Avenue |
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| 9th Floor New York, NY |
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10022 |
| (Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Units, each consisting of one share of Class A common stock and one- half of one Warrant |
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AEAEU |
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The Nasdaq Global Market |
| Class A common stock, par value $0.0001 per share |
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AEAE |
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The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
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AEAEW |
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The Nasdaq Global 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 1.01. Entry into a Material Definitive Agreement.
On April 26, 2023 and April 27, 2023, AltEnergy Acquisition Corp. (the “Company”) and AltEnergy Acquisition Sponsor, LLC (the “Sponsor”), the sponsor of the Company, entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Extension (as defined below) or to reverse any previously submitted redemption demand in connection with the Extension with respect to an aggregate of 1,250,000 Class A common stock, par value $0.0001 per share (the “Class A Shares”), of the Company sold in its initial public offering at the special meeting of stockholders called by the Company to consider and act upon a proposal to extend the date by which the Company has to consummate an initial business combination (the “Termination Date”) from May 2, 2023 to May 2, 2024 (the “Extension”).
In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of Class A Shares equal to the Forfeited Shares.
The foregoing description of the Non-Redemption Agreements do not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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| ALTENERGY ACQUISITION CORP. |
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| By: |
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/s/ Russell Stidolph |
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Name: Russell Stidolph |
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Title: Chief Executive Officer |
Date: April 27, 2023
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