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].

[QUARTERLY REPORT](index=1&type=section&id=QUARTERLY%20REPORT) AltEnergy Acquisition Corp.'s quarterly report outlines financial performance and position for Q3 2022, including key statements and insights - AltEnergy Acquisition Corp. filed a Form 10-Q for the quarterly period ended September 30, 2022[1](index=1&type=chunk) - The registrant is a **Smaller reporting company** and an **Emerging growth company**[3](index=3&type=chunk) - As of November 07, 2022, **23 million shares of Class A common stock** and **5.75 million shares of Class B common stock** were issued and outstanding[4](index=4&type=chunk) Registered Securities Information | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |:--------------------------------------------------------------------------------------------------------------------|:------------------|:------------------------------------------| | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | AEAEU | The Nasdaq Global Market | | Class A common stock, par value $0.0001 per share | AEAE | The Nasdaq Global Market | | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | AEAEW | The Nasdaq Global Market | [PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) AltEnergy Acquisition Corp.'s unaudited condensed financial statements for Q3 2022 and year-end 2021, with detailed accounting notes [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) AltEnergy Acquisition Corp.'s unaudited condensed financial statements, detailing balance sheets, operations, cash flows, and comprehensive accounting notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) This section provides a snapshot of AltEnergy Acquisition Corp.'s financial position, detailing assets, liabilities, and stockholders' deficit as of September 30, 2022, and December 31, 2021 Condensed Balance Sheets Summary | Metric | September 30, 2022 (unaudited) | December 31, 2021 (audited) | |:------------------------------------------|:-------------------------------|:----------------------------| | Total Assets | $236,500,501 | $236,424,406 | | Total Liabilities | $12,373,467 | $22,386,832 | | Class A common stock subject to possible redemption | $234,600,000 | $234,600,000 | | Total Stockholders' Deficit | $(10,472,966) | $(20,562,426) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) This section presents AltEnergy Acquisition Corp.'s financial performance, including expenses, investment income, and net income (loss) for the specified quarterly and nine-month periods Condensed Statements of Operations Summary | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period Feb 9, 2021 (Inception) Through Sep 30, 2021 | |:---------------------------------------------------------------------|:--------------------------------|:--------------------------------|:-------------------------------|:----------------------------------------------------| | Total Expenses | $323,407 | $40,954 | $1,101,157 | $126,155 | | Income earned on investments held in Trust Account | $1,031,530 | $0 | $1,436,349 | $0 | | Change in fair value of derivative warrant liabilities | $235,000 | $0 | $10,230,000 | $0 | | Net income (loss) | $920,184 | $(40,954) | $10,089,460 | $(126,155) | | Basic and diluted net income per share of Class A common stock | $0.03 | $0.00 | $0.35 | $0.00 | | Basic and diluted net income (loss) per share of Class B common stock | $0.03 | $(0.01) | $0.35 | $(0.03) | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section outlines the changes in AltEnergy Acquisition Corp.'s stockholders' deficit, reflecting accumulated deficit and total deficit for the periods presented Condensed Statements of Changes in Stockholders' Deficit Summary | Metric | September 30, 2022 | December 31, 2021 | |:----------------------------|:-------------------|:------------------| | Accumulated Deficit | $(10,473,541) | $(20,563,001) | | Total Stockholders' Deficit | $(10,472,966) | $(20,562,426) | - The company reported net income of **$920,184** for the three months ended September 30, 2022, contributing to a reduction in accumulated deficit[14](index=14&type=chunk) - For the period from inception (February 9, 2021) through September 30, 2021, the company reported a net loss of **$126,155**[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section details AltEnergy Acquisition Corp.'s cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2022 Condensed Statements of Cash Flows Summary | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Period Feb 9, 2021 (Inception) Through Sep 30, 2021 | |:------------------------------------------|:-------------------------------|:----------------------------------------------------| | Net Cash Used In Operating Activities | $(1,004,373) | $(109,199) | | Net Cash (Used In) Provided by Investing Activities | $252,572 | $0 | | Net Cash (Used In) Provided By Financing Activities | $(11,955) | $157,548 | | Net change in cash | $(763,756) | $48,349 | | Cash at end of period | $215,470 | $48,349 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations of AltEnergy Acquisition Corp.'s accounting policies, organization, and specific financial instruments supporting the condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS%20AND%20LIQUIDITY) This note details AltEnergy Acquisition Corp.'s SPAC formation, IPO, private placement, trust account management, and liquidity, highlighting going concern doubts - AltEnergy Acquisition Corp. was incorporated on **February 9, 2021**, as a blank check company (SPAC) to effect a business combination[18](index=18&type=chunk) - The company consummated its Initial Public Offering (IPO) on **November 2, 2021**, raising **$230 million** from 23 million units (including over-allotment option)[20](index=20&type=chunk) - Simultaneously with the IPO, a Private Placement of **12 million warrants** generated **$12 million**[21](index=21&type=chunk) Key Liquidity and Capital Metrics | Metric | September 30, 2022 | |:----------------------------------|:-------------------| | Investments held in Trust Account | $235,799,893 | | Cash outside Trust Account | $215,470 | | Working Capital | $365,300 | | Current Liabilities | $300,800 | - Management has determined that conditions raise **substantial doubt** about the company's ability to continue as a going concern, as it must complete a business combination by **May 2, 2023**, or liquidate[31](index=31&type=chunk)[33](index=33&type=chunk) [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=11&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines AltEnergy Acquisition Corp.'s accounting policies, including US GAAP conformity, emerging growth company status, and valuation of warrant liabilities - The financial statements are presented in conformity with **US GAAP** and **SEC rules**, with certain information condensed[35](index=35&type=chunk)[36](index=36&type=chunk) - The company is an '**emerging growth company**' and has elected not to opt out of the extended transition period for new accounting standards[38](index=38&type=chunk)[39](index=39&type=chunk) - A significant accounting estimate is the determination of the fair value of **derivative warrant liabilities**[40](index=40&type=chunk) - Investments held in the Trust Account are classified as **trading securities** and presented at fair value[42](index=42&type=chunk)[43](index=43&type=chunk) - Class A common stock subject to possible redemption is classified as **temporary equity** due to redemption rights outside the company's control[45](index=45&type=chunk) - Net income (loss) per share is computed using the **two-class method**; warrants are anti-dilutive and not included in diluted EPS[46](index=46&type=chunk) - The Inflation Reduction Act of 2022 (IRAct) imposes a **1% excise tax** on stock repurchases after December 31, 2022, which may apply to redemptions of the company's common stock[55](index=55&type=chunk) - Public Warrants and Private Placement Warrants are classified as **derivative liabilities** and measured at fair value at each reporting date[56](index=56&type=chunk)[57](index=57&type=chunk) [NOTE 3. INITIAL PUBLIC OFFERING](index=15&type=section&id=NOTE%203.%20INITIAL%20PUBLIC%20OFFERING) This note details AltEnergy Acquisition Corp.'s IPO, including units sold, offering price, gross proceeds, and funds placed into the Trust Account - The Company sold **20 million Units** at **$10.00 per Unit**, generating **$200 million** gross proceeds[61](index=61&type=chunk) - Underwriters exercised an over-allotment option for an additional **3 million Units**, generating **$30 million**[61](index=61&type=chunk) - A total of **$234.6 million** ($10.20 per Unit) from the IPO and Private Placement proceeds was placed in the Trust Account[62](index=62&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=15&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) This note describes the private sale of warrants concurrent with AltEnergy Acquisition Corp.'s IPO, including the number, price, and allocation to related parties - An aggregate of **12 million Private Placement Warrants** were sold at **$1.00 per warrant**, generating **$12 million** gross proceeds[63](index=63&type=chunk) - **11.6 million warrants** were allocated to AltEnergy Acquisition Sponsor LLC and **400,000** to an affiliate of the underwriter[63](index=63&type=chunk) - Private Placement Warrants are subject to transfer restrictions until **30 days** after the completion of an Initial Business Combination[64](index=64&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=16&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details AltEnergy Acquisition Corp.'s transactions with related parties, including Founder Shares, administrative fees, and contingent compensation for officers - The Sponsor purchased **5.75 million Class B common stock** (Founder Shares) for **$25,000** on March 25, 2021[65](index=65&type=chunk) - An affiliate of the Sponsor is paid **$15,000 per month** for office space, utilities, and administrative support services[69](index=69&type=chunk) Related Party Balances and Fees | Metric | September 30, 2022 | December 31, 2021 | |:-------------------------------------|:-------------------|:------------------| | Due to related party | $15,000 | $3,873 | | Administrative fees (3 months ended) | $45,000 | $0 | | Administrative fees (9 months ended) | $135,000 | $0 | - The CFO receives **$10,400 per month**, with an additional **$5,200 per month** contingent upon a successful business combination[72](index=72&type=chunk) - One-time fees of **$300,000** for the COO and **$150,000** for the CFO are contingent upon the consummation of an initial business combination[74](index=74&type=chunk) [NOTE 6. COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%206.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines AltEnergy Acquisition Corp.'s commitments, including registration rights for securities and a deferred underwriting commission payable upon business combination - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants are entitled to **registration rights**[75](index=75&type=chunk) - The underwriters are entitled to a deferred fee of **$8.05 million**, payable only upon the completion of a Business Combination[76](index=76&type=chunk) [NOTE 7. STOCKHOLDERS' EQUITY](index=18&type=section&id=NOTE%207.%20STOCKHOLDERS'%20EQUITY) This note details the authorized and outstanding shares of the company's preferred stock, Class A common stock, and Class B common stock, including their par values, voting rights, and conversion features - The company is authorized to issue **1 million shares of preferred stock**, with none issued or outstanding[79](index=79&type=chunk) - **23 million shares of Class A common stock** were classified as temporary equity as of September 30, 2022, and December 31, 2021[79](index=79&type=chunk) - **5.75 million shares of Class B common stock** were issued and outstanding, with holders having exclusive voting rights on director elections prior to a Business Combination[80](index=80&type=chunk) - Class B common stock automatically converts into Class A common stock on a **one-for-one basis** upon a Business Combination, subject to adjustment[81](index=81&type=chunk) [NOTE 8. WARRANT LIABILITIES](index=18&type=section&id=NOTE%208.%20WARRANT%20LIABILITIES) This note outlines the terms and conditions of the Public Warrants and Private Placement Warrants, including their exercisability, expiration, and potential redemption by the company, as well as registration requirements for the underlying shares - Public Warrants become exercisable on the later of **30 days after a Business Combination** or **12 months from the IPO closing**, expiring five years after a Business Combination[82](index=82&type=chunk) - The company may redeem outstanding Public Warrants at **$0.01 per warrant** if the Class A common stock price equals or exceeds **$18.00** for 20 trading days within a 30-day period[85](index=85&type=chunk) - Private Placement Warrants are identical to Public Warrants but are **non-transferable, non-assignable, and non-redeemable** (if held by initial purchasers) until 30 days after a Business Combination[88](index=88&type=chunk) [NOTE 9. FAIR VALUE MEASUREMENTS](index=19&type=section&id=NOTE%209.%20FAIR%20VALUE%20MEASUREMENTS) This note details the company's fair value measurement methodology for financial assets and liabilities, adhering to a three-tier hierarchy. It specifically addresses the valuation of Public and Private Placement Warrants, including the models used and key unobservable inputs - Fair value is defined as the price received for an asset or paid to transfer a liability in an orderly transaction, using a **three-tier hierarchy** (Level 1, 2, 3)[59](index=59&type=chunk)[90](index=90&type=chunk) Fair Value Measurements of Financial Instruments | Description | Level | September 30, 2022 | December 31, 2021 | |:-------------------------------------------|:------|:-------------------|:------------------| | Investments held in Trust Account | 1 | $235,799,893 | $234,616,116 | | Warrant liability – Private Placement Warrants | 3 | $1,920,000 | $7,320,000 | | Warrant liability – Public Warrants | 1 | $1,840,000 | $6,670,000 | - Public Warrants are valued using **publicly available prices (Level 1)**, while Private Placement Warrants are valued using a **Monte Carlo simulation model** (Sep 30, 2022) or **modified Black-Scholes model** (Dec 31, 2021) and classified as **Level 3** due to unobservable inputs[58](index=58&type=chunk)[94](index=94&type=chunk) Key Valuation Assumptions for Warrants | Assumption | September 30, 2022 | December 31, 2021 | |:-----------------------------------------|:-------------------|:------------------| | Risk-free interest rate | 4.06% | 1.26% | | Expected volatility of underlying shares | 2.00% | 12.0% | | Dividend yield | 0% | 0% | | Probability of business combination | 21% | 90% | - The company recorded a gain of **$235,000** for the three months ended September 30, 2022, and **$10.23 million** for the nine months ended September 30, 2022, on the change in fair value of derivative warrants[97](index=97&type=chunk) [NOTE 10. SUBSEQUENT EVENTS](index=21&type=section&id=NOTE%2010.%20SUBSEQUENT%20EVENTS) Management reviewed events after the balance sheet date and found no subsequent events requiring adjustment or disclosure in the financial statements - No subsequent events requiring adjustment or disclosure were identified up to the financial statement issuance date[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses AltEnergy Acquisition Corp.'s financial condition, operational results, liquidity, and going concern status, focusing on its SPAC activities and performance [Overview](index=22&type=section&id=Overview) AltEnergy Acquisition Corp. is a blank check company formed to complete an Initial Business Combination, having completed its Public Offering in November 2021. Its activities primarily involve identifying acquisition targets, and it currently holds cash and working capital - The company is a **blank check company (SPAC)** formed to effect an Initial Business Combination[101](index=101&type=chunk) - Business activities from inception to September 30, 2022, focused on preparing for the Public Offering and identifying acquisition targets[102](index=102&type=chunk) Key Financial Position Metrics | Metric | September 30, 2022 | |:----------------|:-------------------| | Cash | $215,500 | | Working Capital | $365,300 | [Results of Operations](index=22&type=section&id=Results%20of%20Operations) The company reported net income for the three and nine months ended September 30, 2022, primarily driven by interest income from the Trust Account and gains from changes in the fair value of derivative warrant liabilities, contrasting with net losses in the prior year periods due to formation costs Summary of Results of Operations | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Period Feb 9, 2021 (Inception) Through Sep 30, 2021 | |:-----------------------------------------------------|:--------------------------------|:--------------------------------|:-------------------------------|:----------------------------------------------------| | Net income (loss) | $920,184 | $(40,954) | $10,089,460 | $(126,155) | | Interest income earned on Trust Account | $1,031,530 | $0 | $1,436,349 | $0 | | Operating expenses | $323,407 | $40,954 | $1,101,157 | $126,155 | | Gain on change in fair value of derivative warrant liability | $235,000 | $0 | $10,230,000 | $0 | | Income tax provision | $22,939 | $0 | $475,732 | $0 | [Going Concern Considerations, Liquidity and Capital Resources](index=23&type=section&id=Going%20Concern%20Considerations,%20Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily supported by investments in the Trust Account, but management has identified substantial doubt about its ability to continue as a going concern due to the May 2, 2023 deadline for completing a business combination, after which it would liquidate Liquidity and Capital Resources Summary | Metric | September 30, 2022 | |:----------------------------------|:-------------------| | Investments held in Trust Account | $235.8 million | | Working Capital | $365,300 | | Current Liabilities | $300,800 | | Cash | $215,500 | - Management has determined that the company may lack the financial resources to sustain operations for a reasonable period, raising **substantial doubt** about its ability to continue as a going concern[107](index=107&type=chunk) - The company must complete an initial business combination by **May 2, 2023**, or it will cease operations, redeem public shares, and liquidate[107](index=107&type=chunk)[109](index=109&type=chunk) - Substantially all funds in the Trust Account are intended for an initial business combination, with remaining proceeds for working capital or other acquisitions[108](index=108&type=chunk) [Off-Balance Sheet Arrangements](index=23&type=section&id=Off-Balance%20Sheet%20Arrangements) The company confirms that it has no off-balance sheet arrangements, including obligations, assets, or liabilities, nor does it participate in transactions with unconsolidated entities or special purpose entities - The company has **no obligations, assets, or liabilities** considered off-balance sheet arrangements[112](index=112&type=chunk) - The company has not entered into off-balance sheet financing, established special purpose entities, or guaranteed debt/commitments of other entities[114](index=114&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) The company's contractual obligations include a monthly administrative services fee to an affiliate of the Sponsor and a deferred underwriting commission payable upon the consummation of an Initial Business Combination - The company has **no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities** as of September 30, 2022[115](index=115&type=chunk) - An administrative services agreement requires a payment of **$15,000 per month** to an affiliate of the Sponsor for office space and support services[115](index=115&type=chunk) - A deferred underwriting fee of **3.5%** of the gross proceeds of the Public Offering is payable to B. Riley Securities, Inc. upon consummation of an Initial Business Combination[115](index=115&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section highlights the critical accounting policies that involve significant management estimates and judgments, specifically net income (loss) per common share, Class A common stock subject to possible redemption, and warrant instruments - Net income (loss) per common share is computed using the **weighted average number of shares**, with diluted EPS being the same as basic EPS due to **anti-dilutive warrants**[117](index=117&type=chunk) - Class A common stock subject to possible redemption is classified as **temporary equity** due to redemption rights outside the company's control[118](index=118&type=chunk) - Public and Private Placement Warrants are accounted for as **derivative liabilities at fair value**, with changes recognized in the statement of operations[119](index=119&type=chunk) [Recent Accounting Pronouncements](index=24&type=section&id=Recent%20Accounting%20Pronouncements) Management does not anticipate any material effect on the company's balance sheet from recently issued but not yet effective accounting standards - No recently issued, but not yet effective, accounting standards are expected to have a **material effect** on the company's balance sheet if currently adopted[120](index=120&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of September 30, 2022, AltEnergy Acquisition Corp. was not exposed to any significant market or interest rate risk and has not engaged in any hedging activities - As of September 30, 2022, the company was **not subject to any market or interest rate risk**[122](index=122&type=chunk) - The company has **not engaged in any hedging activities** since its inception and does not expect to[122](index=122&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, concluding that they were not effective due to a material weakness in accounting for complex financial instruments, and outlines remediation efforts [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022, due to a material weakness related to accounting for complex financial instruments. Remediation steps are being implemented to address this - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2022[124](index=124&type=chunk) - A **material weakness** existed related to the accounting for complex financial instruments[124](index=124&type=chunk) - Remediation steps include expanding and improving the review process for complex securities, enhancing access to accounting literature, and considering additional experienced staff[125](index=125&type=chunk) [Changes in Internal Control Over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) During the quarter ended September 30, 2022, there were no changes in the company's internal control over financial reporting that materially affected or are reasonably likely to materially affect it - **No material changes** in internal control over financial reporting occurred during the quarter ended September 30, 2022[126](index=126&type=chunk) [PART II—OTHER INFORMATION](index=25&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section provides additional information beyond financial statements, covering legal proceedings, risk factors, equity sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) AltEnergy Acquisition Corp. reports no legal proceedings - There are **no legal proceedings**[127](index=127&type=chunk) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section updates AltEnergy Acquisition Corp.'s risk factors, specifically addressing new tax-related risks introduced by the Inflation Reduction Act of 2022 [Risks Related to Taxes](index=26&type=section&id=Risks%20Related%20to%20Taxes) The Inflation Reduction Act of 2022 introduces a 1% excise tax on stock repurchases after December 31, 2022, which may apply to the company's redemptions, potentially impacting its financial markets and stock price. Management is assessing the impact - The Inflation Reduction Act of 2022 (IRAct) imposes a **1% excise tax** on stock repurchases after December 31, 2022[129](index=129&type=chunk) - This Excise Tax may apply to redemptions of the company's common stock, including those in connection with a merger, unless an exemption is available[129](index=129&type=chunk) - Management does not anticipate a **material impact** on financial statements from the IRAct but will continue to assess as additional guidance becomes available[130](index=130&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) AltEnergy Acquisition Corp. reports no unregistered sales of equity securities or use of proceeds - There were **no unregistered sales of equity securities or use of proceeds**[130](index=130&type=chunk) [Item 3. Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) AltEnergy Acquisition Corp. reports no defaults upon senior securities - There were **no defaults upon senior securities**[130](index=130&type=chunk) [Item 4. Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) AltEnergy Acquisition Corp. reports no mine safety disclosures - There were **no mine safety disclosures**[130](index=130&type=chunk) [Item 5. Other Information](index=26&type=section&id=Item%205.%20Other%20Information) AltEnergy Acquisition Corp. reports no other information - There is **no other information to report**[130](index=130&type=chunk) [Item 6. Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including certifications from the CEO and CFO and Inline XBRL documents List of Exhibits | Exhibit No. | Description | |:------------|:------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | | 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | | 32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | | 32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 | | 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | 101.CAL* | Inline XBRL Taxonomy Extension Schema Document | | 101.SCH* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104* | The cover page for the Company's Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 |

[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)

PART I [Business](index=5&type=section&id=Item%201.%20Business) AltEnergy Acquisition Corp. is a SPAC focused on acquiring businesses in the renewable energy sector, having raised $230 million in its IPO with proceeds held in trust - The company is a blank check company targeting a business combination in the renewable energy or related clean technology sector, referred to as the alternative energy sector[9](index=9&type=chunk) Initial Public Offering and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Date** | November 2, 2021 | | **Units Sold** | 23,000,000 (including over-allotment) | | **Price per Unit** | $10.00 | | **Gross Proceeds (IPO)** | $230,000,000 | | **Private Placement Warrants** | 12,000,000 | | **Price per Warrant** | $1.00 | | **Gross Proceeds (Private Placement)** | $12,000,000 | | **Funds Placed in Trust Account** | $234,600,000 (or $10.20 per unit) | - The company's business strategy is to identify and acquire a company in the alternative energy sector, leveraging its management team's experience and network. Key target subsectors include renewable technology, grid optimization, distributed energy resources, alternative fuels, and decarbonization[18](index=18&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Key acquisition criteria include a large addressable market (SAM over **$1 billion**), proven technology or business model, a clear path to profitability, and a defensible market position[28](index=28&type=chunk) - The company has **18 months** from the closing of its IPO to complete an initial business combination. If it fails to do so, it will cease operations and redeem public shares[48](index=48&type=chunk) [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including failure to complete a business combination, intense competition, conflicts of interest, and industry-specific regulatory changes - There is a significant risk that the company may not complete an initial business combination within the required **18-month timeframe**, which would force liquidation and render the warrants worthless[65](index=65&type=chunk)[144](index=144&type=chunk) - The company faces intense competition from other SPACs, private equity funds, and operating businesses in sourcing acquisition targets, which may limit its ability to find a suitable business combination[71](index=71&type=chunk)[72](index=72&type=chunk) - Potential conflicts of interest exist as officers and directors are not required to commit their full time to the company's affairs and may have fiduciary duties to other entities, potentially diverting business opportunities[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) - The sponsor, officers, and directors will lose their entire investment in founder shares and private placement warrants if a business combination is not completed, creating a conflict of interest that may influence their decision to pursue a potentially suboptimal target[140](index=140&type=chunk)[142](index=142&type=chunk) - The company's warrants are accounted for as a liability and are remeasured at fair value each reporting period, which could cause earnings volatility and may make the company a less attractive merger partner[117](index=117&type=chunk) - If the company combines with a business in the alternative energy sector, it will be subject to industry-specific risks, including changes in government regulations, reduction of incentives, and the need for substantial infrastructure investment[123](index=123&type=chunk) [Unresolved Staff Comments](index=46&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved comments from the Securities and Exchange Commission staff - There are no unresolved staff comments[207](index=207&type=chunk) [Properties](index=46&type=section&id=Item%202.%20Properties) The company's executive offices are in New York, provided by a sponsor affiliate for a monthly fee of $15,000 covering administrative support - The company pays an affiliate of the Sponsor **$15,000 per month** for office space and administrative support at its New York executive offices[207](index=207&type=chunk) [Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) AltEnergy Acquisition Corp. is not currently a party to any material legal proceedings, nor is management aware of any threatened ones - The company is not currently subject to any material legal proceedings[208](index=208&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[208](index=208&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, no dividends have been paid or are planned before a business combination, and $234.6 million from offerings was placed in a trust account - The company's securities trade on The Nasdaq Global Market with the following ticker symbols: Units (**AEAEU**), Class A common stock (**AEAE**), and Warrants (**AEAEW**)[210](index=210&type=chunk) - No cash dividends have been paid to date, and none are intended to be paid prior to the completion of an initial business combination[211](index=211&type=chunk) Use of Proceeds from Offerings | Item | Amount (USD) | | :--- | :--- | | Gross Proceeds from IPO & Private Placement | $242,000,000 | | Amount Placed in Trust Account | $234,600,000 | | Underwriting Fees Paid | $4,600,000 | | Deferred Underwriting Fees | $8,050,000 | | Other Offering Costs | $635,000 | [Selected Financial Data](index=48&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not required as the company qualifies as a smaller reporting company - Not required[218](index=218&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity with no revenue, reported $11.6 million net income for 2021, primarily from a non-cash gain on warrant liabilities, and maintains sufficient liquidity - The company has not engaged in any operations or generated any revenue since inception. Its activities have been limited to organizational matters and preparing for its IPO and business combination search[223](index=223&type=chunk) Results of Operations (Inception to Dec 31, 2021) | Metric | Amount (USD) | | :--- | :--- | | Net Income | $11,639,507 | | Formation & Administrative Costs | ($640,595) | | Change in Fair Value of Warrant Liabilities | $17,270,000 | | Warrant Related Costs | ($926,044) | | Interest Income on Trust | $16,146 | - As of December 31, 2021, the company had **$979,226** in cash outside the trust account available for working capital. Management believes these funds, along with potential sponsor loans, are sufficient to sustain operations for at least one year[225](index=225&type=chunk)[230](index=230&type=chunk) - The company accounts for its public and private warrants as derivative liabilities, which are re-measured at fair value at each reporting date, with changes in fair value recognized in the statement of operations[239](index=239&type=chunk)[240](index=240&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AltEnergy Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide this information as it is a "smaller reporting company"[245](index=245&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited financial statements for 2021, showing total assets of $236.4 million, liabilities of $22.4 million, and net income of $11.6 million Balance Sheet Summary (as of Dec 31, 2021) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $979,226 | | Investments held in Trust Account | $234,616,116 | | **Total Assets** | **$236,424,406** | | **Liabilities & Equity** | | | Derivative warrant liabilities | $13,990,000 | | Deferred underwriting commission | $8,050,000 | | **Total Liabilities** | **$22,386,832** | | Class A common stock subject to redemption | $234,600,000 | | **Total Stockholders' deficit** | **($20,562,426)** | Statement of Operations Summary (Inception to Dec 31, 2021) | Category | Amount (USD) | | :--- | :--- | | Operating Loss | ($640,595) | | Change in fair value of derivative warrants | $13,190,000 | | Total Other Income (Net) | $12,280,102 | | **Net Income** | **$11,639,507** | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=74&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, financial disclosure, or auditing scope - None[351](index=351&type=chunk) [Controls and Procedures](index=74&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of December 31, 2021, due to a material weakness in accounting for complex financial instruments, with remediation efforts underway - A material weakness was identified related to the company's accounting for complex financial instruments[352](index=352&type=chunk)[353](index=353&type=chunk) - As a result of the material weakness, management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2021[352](index=352&type=chunk) - Remediation measures have been implemented, including an expanded review process for complex securities, and the company is considering hiring additional staff with relevant experience[354](index=354&type=chunk) [Other Information](index=74&type=section&id=Item%209B.%20Other%20Information) There is no other information to report in this section - None[358](index=358&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=75&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the experienced executive team and staggered board, outlines independent committees, and discloses potential conflicts of interest from officers' and directors' external affiliations - The executive team includes **Russell Stidolph** (CEO), **Jonathan Darnell** (CFO), and **Arul Gupta** (COO), all of whom have significant experience in alternative energy investing through their roles at AltEnergy, LLC[360](index=360&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk) - The board of directors is divided into three classes, serving staggered three-year terms[370](index=370&type=chunk) - The company has established fully independent Audit, Compensation, and Nominating and Corporate Governance committees in compliance with Nasdaq and SEC rules[372](index=372&type=chunk)[375](index=375&type=chunk)[379](index=379&type=chunk) - Significant potential conflicts of interest are noted, as officers and directors have fiduciary duties to other entities and are not required to commit their full time to the company's affairs[387](index=387&type=chunk)[388](index=388&type=chunk)[393](index=393&type=chunk) [Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation) Officers receive no cash compensation, but a sponsor affiliate receives $15,000 monthly for support, and the CFO and COO are eligible for one-time payments upon business combination completion - No officers have received cash compensation for services rendered to the company[400](index=400&type=chunk) Compensation and Fee Arrangements | Recipient | Type | Amount (USD) | Condition | | :--- | :--- | :--- | :--- | | Sponsor Affiliate | Monthly Fee | $15,000 | For office space and admin support | | Chief Financial Officer | Monthly Fee | $15,600 | For services prior to business combination | | Chief Financial Officer | One-Time Payment | $150,000 | Upon consummation of business combination | | Chief Operating Officer | One-Time Payment | $300,000 | Upon consummation of business combination | - Officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with company activities, such as identifying potential target businesses[401](index=401&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=84&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 14, 2022, the sponsor and all officers and directors beneficially owned 5,750,000 shares of Class B common stock, representing 20% of total outstanding common stock Beneficial Ownership | Beneficial Owner | Number of Shares | Percentage of Outstanding Common Stock | | :--- | :--- | :--- | | AltEnergy Acquisition Sponsor, LLC | 5,750,000 | 20% | | Russell Stidolph (CEO) | 5,750,000 | 20% | | All officers and directors as a group | 5,750,000 | 20% | [Certain Relationships and Related Transactions, and Director Independence](index=85&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Key related party transactions include the sponsor's purchase of founder shares, potential working capital loans convertible to warrants, and monthly administrative service fees - On March 25, 2021, the sponsor purchased **5,750,000 founder shares** for an aggregate price of **$25,000**[411](index=411&type=chunk) - The sponsor or its affiliates may provide the company with Working Capital Loans, of which up to **$1,500,000** can be converted into warrants at **$1.00 per warrant** at the lender's discretion[415](index=415&type=chunk) - The company pays an affiliate of the Sponsor **$15,000 per month** for office space, utilities, and administrative support services[416](index=416&type=chunk) [Principal Accountant Fees and Services](index=86&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For the period from inception to December 31, 2021, the company incurred **$20,600** in audit fees from Marcum LLP, with no other fees for audit-related, tax, or other services Accountant Fees (Inception to Dec 31, 2021) | Fee Category | Amount (USD) | | :--- | :--- | | Audit Fees | $20,600 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee has pre-approved and will continue to pre-approve all auditing and permitted non-audit services performed by the auditors[419](index=419&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=87&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists documents filed with the Form 10-K, including financial statements and an index of exhibits containing key corporate and offering-related agreements - This section provides an index of all financial statements, schedules, and exhibits filed with the Form 10-K[421](index=421&type=chunk) - Key exhibits filed include the company's charter documents, warrant agreement, registration rights agreement, and administrative services agreement[422](index=422&type=chunk)