Financial Position - As of March 31, 2023, the Company had investments held in the Trust Account amounting to $239.8 million, primarily in U.S. government securities[114]. - The Company has a working capital deficit of approximately $1,094,000 as of March 31, 2023[114]. - The Company had cash of approximately $88,000 outside the Trust Account as of March 31, 2023, intended for operational expenses[114]. - The Sponsor provided $175,000 for working capital purposes, which remained outstanding as of December 31, 2022[121]. - The Company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[122]. Income and Expenses - For the three months ended March 31, 2023, the Company reported a net income of $1,807,666, compared to $8,260,876 for the same period in 2022[113]. - Interest income for the three months ended March 31, 2023 was $2,423,610, while operating expenses totaled $492,689[113]. Shareholder Activity - Stockholders holding 21,422,522 Class A Shares redeemed their shares for approximately $222.5 million, resulting in a balance of $16,382,973 in the Trust Account as of May 15, 2023[110]. - As of March 31, 2023, the Class A common stock subject to possible redemption amounts to $234,600,000, classified as temporary equity[126]. Business Operations and Future Plans - The Company intends to use substantially all funds in the Trust Account to complete an initial business combination[116]. - If the Company fails to complete an initial business combination by May 2, 2024, it will cease operations and liquidate[115]. Derivative Instruments - The Public Warrants are valued using publicly available prices and classified as Level 1 on the Fair Value Hierarchy as of March 31, 2023[129]. - The Private Placement Warrants are valued using a modified Black-Scholes model and classified as Level 3 on the Fair Value Hierarchy due to unobservable inputs[129]. - The Company has determined that the Public Warrants and Private Placement Warrants are derivative instruments and are recorded as derivative liabilities on the balance sheet[128]. - The derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering and re-valued at each reporting date[127]. Accounting Policies - The net income per share is calculated using the two-class method, with no dilutive securities affecting the diluted net income per common share as of March 31, 2023[132]. - The Company applies ASC 480 guidance for accounting for shares of common stock subject to possible redemption, classifying them as temporary equity[126]. - The Company does not anticipate any material effects from recently issued accounting standards that are not yet effective[133]. - The Company has not engaged in any hedging activities since inception and does not expect to do so regarding market risk[133]. - The Company has not been subject to any market or interest rate risk as of March 31, 2023[133].

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $13,805,233, which included interest income of $3,376,559 and a gain of $12,591,000 from the change in fair value of derivative warrant liability[224]. - The company reported a net income of $13,805,233 for the year ended December 31, 2022, compared to $11,639,507 for the period from February 9, 2021, through December 31, 2021, reflecting a growth of approximately 18.6%[258]. - Basic and diluted net income per share of Class A common stock was $0.48 for the year ended December 31, 2022, down from $1.17 for the prior period[258]. - Total expenses for the year ended December 31, 2022, were $1,532,260, significantly higher than $640,595 for the previous period, representing an increase of approximately 139.5%[258]. - For the year ended December 31, 2022, the net income was $13,805,233, an increase from $11,639,507 in the previous year[264]. Initial Public Offering (IPO) Details - The company generated gross proceeds of $230,000,000 from the initial public offering of 23,000,000 units at a price of $10.00 per unit[225]. - The company incurred a total of $4,600,000 in underwriting fees and $635,000 in other costs related to the initial public offering, with $8,050,000 in underwriting fees deferred[217]. - The company incurred $13,355,589 in transaction costs related to the initial public offering, including $4,600,000 in underwriting fees and $8,050,000 in deferred underwriting fees[225]. - The company generated additional gross proceeds of $30,000,000 from the sale of 3,000,000 Units at an offering price of $10.00 per Unit due to the exercise of the over-allotment option[331]. - The company sold 20,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating gross proceeds of $200,000,000[313]. Financial Position and Resources - As of December 31, 2022, total assets amounted to $237,965,034, compared to $236,424,406 as of December 31, 2021, indicating a slight increase[254]. - The company had 23,000,000 shares of Class A common stock subject to possible redemption, valued at $10.28 per share as of December 31, 2022[256]. - The company reported a working capital deficit of $81,731 and current liabilities of $673,227, which includes $368,804 related to taxes[281]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022[235]. - The company has a cash balance of $212,232 as of December 31, 2022[281]. Going Concern and Operational Risks - The company may lack sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[228]. - The company is at risk of ceasing operations if a business combination is not completed by May 2, 2023, raising substantial doubt about its ability to continue as a going concern[250]. - The Company will cease operations and liquidate if it does not complete a Business Combination by May 2, 2023[282]. - Management is evaluating the potential impact of the COVID-19 pandemic on the Company's financial position and operations[285]. Business Combination and Trust Account - The company intends to use substantially all funds in the Trust Account to complete an initial business combination, with remaining proceeds for working capital[229]. - The company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[272]. - The company placed $234,600,000 in a trust account from the net proceeds of the Initial Public Offering, which may be invested in U.S. government securities[270]. - The holders of Founder Shares have agreed to waive their liquidation rights if the Company fails to complete a Business Combination within the Combination Period[277]. - The Company will provide Public Stockholders the opportunity to redeem their shares for a pro rata portion of the amount in the Trust Account, initially anticipated to be $10.20 per share[273]. Tax and Valuation Matters - The company recorded a net deferred tax asset of $7,190 as of December 31, 2022, compared to $0 as of December 31, 2021, with total deferred tax assets increasing from $134,525 to $381,141[353]. - The company has no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2022[305]. - The company has established a full valuation allowance for deferred tax assets due to significant uncertainty regarding future realization[354]. - The valuation allowance for deferred tax assets increased by $239,426 in 2022, indicating management's assessment of realization uncertainty[354]. Warrants and Equity - The company has 23,500,000 warrants exercisable to purchase Class A common stock, which are contingent upon future events[299]. - The fair value of the Public Warrants was classified as Level 1, while the Private Placement Warrants were classified as Level 3 due to the use of unobservable inputs[310]. - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after that completion[335]. - The Private Placement Warrants are non-redeemable and exercisable on a cashless basis, except under certain conditions[340]. - The Class A common stock subject to possible redemption was valued at $236,385,597 as of December 31, 2022, classified as temporary equity[296].

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents AltEnergy Acquisition Corp.'s unaudited condensed financial statements, detailing assets, operations, and cash flows, with a net income of $8.26 million driven by warrant fair value adjustments [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, the company reported $235.9 million in total assets, $13.6 million in liabilities, and a $12.3 million stockholders' deficit Condensed Balance Sheet Data (unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $511,093 | $979,226 | | Investments held in the Trust Account | $234,682,717 | $234,616,116 | | Total Assets | $235,909,464 | $236,424,406 | | **Liabilities & Equity** | | | | Total Current Liabilities | $156,014 | $346,832 | | Derivative warrant liabilities | $5,405,000 | $13,990,000 | | Deferred underwriting commission | $8,050,000 | $8,050,000 | | Total Liabilities | $13,611,014 | $22,386,832 | | Class A common stock subject to possible redemption | $234,600,000 | $234,600,000 | | Total Stockholders' Deficit | $(12,301,550) | $(20,562,426) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) For Q1 2022, the company reported an $8.26 million net income, primarily from an $8.59 million non-cash gain on derivative warrant liabilities Statement of Operations Highlights (unaudited) | Account | Three Months Ended March 31, 2022 | Period from Feb 9, 2021 (Inception) to Mar 31, 2021 | | :--- | :--- | :--- | | Total Expenses | $390,725 | $34,548 | | Income earned on investments held in Trust Account | $66,601 | $0 | | Change in fair value of derivative warrant liabilities | $8,585,000 | $0 | | **Net income (loss)** | **$8,260,876** | **$(34,548)** | | Basic and diluted net income per share of Class A common stock | $0.29 | N/A | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For Q1 2022, net cash used in operating activities was $456,178, leading to a decrease in the cash balance to $511,093 Cash Flow Summary (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2022 | | :--- | :--- | | Net Cash Used In Operating Activities | $(456,178) | | Net Cash (Used In) Provided By Financing Activities | $(11,955) | | **Net change in cash** | **$(468,133)** | | Cash at end of period | $511,093 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes detail the company's SPAC formation, November 2021 IPO raising $230 million, trust account funding, related party transactions, and warrant accounting - The company is a **special purpose acquisition company (SPAC)** formed on February 9, 2021, with **18 months** from its November 2, 2021 IPO to complete a business combination[21](index=21&type=chunk)[31](index=31&type=chunk) - On November 2, 2021, the company completed its IPO of **23,000,000 units** at **$10.00 per unit**, generating **$230 million** in gross proceeds[23](index=23&type=chunk) - Following the IPO, **$234.6 million** ($10.20 per Unit) was placed in a trust account for a future Business Combination[26](index=26&type=chunk) - Management identified substantial doubt about the company's ability to continue as a going concern due to the 18-month deadline for completing a business combination[36](index=36&type=chunk) - Public and Private Placement Warrants are accounted for as **derivative liabilities at fair value**, resulting in a significant non-cash gain in Q1 2022 recognized in the statement of operations[58](index=58&type=chunk)[59](index=59&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting a Q1 2022 net income of $8.26 million driven by warrant fair value changes, and ongoing going concern doubts - Since its November 2, 2021 IPO, the company's primary activity has been identifying and evaluating prospective acquisition targets[110](index=110&type=chunk) Financial Position as of March 31, 2022 | Metric | Value | | :--- | :--- | | Cash | ~$511,100 | | Working Capital | ~$811,000 | | Investments held in Trust Account | ~$234.7 million | - Net income for Q1 2022 was **$8,260,876**, primarily driven by an **$8,585,000 gain** from the change in fair value of derivative warrant liabilities[111](index=111&type=chunk) - The company has no off-balance sheet arrangements, with contractual obligations including a **$15,000 monthly administrative support fee** and a **3.5% deferred underwriting fee** payable upon business combination completion[119](index=119&type=chunk)[120](index=120&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of March 31, 2022, the company reported no material market or interest rate risk, with trust account funds invested in U.S. government securities and no hedging activities - The company was not subject to any market or interest rate risk as of **March 31, 2022**[128](index=128&type=chunk) - The company has not engaged in any hedging activities since inception and does not expect to do so[128](index=128&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of March 31, 2022, due to a material weakness in accounting for complex financial instruments, with remediation efforts underway - An evaluation concluded that disclosure controls and procedures were **not effective** as of **March 31, 2022**[130](index=130&type=chunk) - A **material weakness** was identified related to the accounting for complex financial instruments[130](index=130&type=chunk) - Remediation steps include an expanded review process for complex securities and plans to enhance access to accounting literature and third-party professionals[131](index=131&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings to disclose - None[134](index=134&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021 - As of this report's date, no material changes to risk factors disclosed in the company's Form 10-K filed on March 15, 2022[134](index=134&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for the period - None[134](index=134&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[134](index=134&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reports no mine safety disclosures - None[135](index=135&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[135](index=135&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including CEO/CFO certifications and Inline XBRL documents - The report includes required certifications from the **Chief Executive Officer** and **Chief Financial Officer**[135](index=135&type=chunk) - Inline XBRL documents are furnished as part of the filing[135](index=135&type=chunk)