Table of Contents QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) 001-40984 (Commission File Number) Delaware 85-2157013 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) As of August 7, 2025, 6,0 ...

Table of Contents ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 ALTENERGY ACQUISITION CORP. (Exact name of registrant as specified in its charter) 001-40984 (Commission File Number) Delaware 85-2157013 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 600 Lexington Avenue, 9th Floor New York, New York 10022 (Address of principal executive offices, including zip code) QUART ...

Financial Position - As of December 31, 2024, the Trust Account held $8,544,857, approximately $11.58 per share[213] - As of April 30, 2024, the Trust Account held $8,344,700, approximately $11.30 per share of Class A common stock subject to redemption[207] - As of December 31, 2024, the shares of Class A common stock subject to possible redemption amount to $8,646,368, classified as temporary equity[230] - The Company has no long-term debt or capital lease obligations, ensuring a clean balance sheet[224] Operating Results - For the year ended December 31, 2024, the net loss was $2,697,841, including interest income of $576,286 and a gain of $858,100 on the change in fair value of derivative warrant liabilities[211] - The company incurred operating expenses totaling $3,942,881 for the year ended December 31, 2024[211] - The company has not generated any operating revenues to date and only incurs expenses related to being a public company[210] Shareholder Activity - Stockholders redeemed 21,422,522 Class A Shares for a total of $222,484,624, approximately $10.38 per share, during the April 2023 Special Meeting[201] - Stockholders holding 839,332 Class A Shares redeemed shares for $9,513,007, approximately $11.20 per share, during the April 2024 Special Meeting[207] Business Combination Plans - The company plans to use funds outside the Trust Account primarily for due diligence related to the business combination[215] - The company has extended the deadline for completing an initial business combination multiple times, with the latest extension to May 1, 2026[209] - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by May 2, 2025[217] - The Company intends to use substantially all funds in the Trust Account for an initial business combination, with remaining proceeds allocated for working capital and growth strategies[218] Financial Obligations - The Sponsor has provided a total of $1,335,000 in loans for working capital purposes during the year ended December 31, 2024, with outstanding balances of $2,335,000 and $1,000,000 as of December 31, 2024 and 2023, respectively[222] - The Company has a contractual obligation to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space and administrative support, which will accrue until the completion of a business combination[224] - Upon consummation of the initial business combination, the Company will pay B. Riley Securities, Inc. a cash fee equal to 3.5% of the gross proceeds of the Public Offering from the Trust Account[225] Derivative Instruments - The Public Warrants and Private Placement Warrants are classified as derivative instruments and are measured at fair value, with changes recognized in the statement of operations[231] - As of December 31, 2024, the warrants are exercisable to purchase 19,500,000 shares of Class A common stock in the aggregate[236] Regulatory Compliance - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which will enhance income tax disclosures starting January 1, 2025[237]

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $691,836, compared to a net loss of $749,750 for the same period in 2023[162]. - For the nine months ended September 30, 2024, the company reported a net loss of $2,120,903 compared to a net income of $2,027,782 for the same period in 2023[163]. - The company incurred operating expenses totaling $999,367 for the three months ended September 30, 2024, compared to $359,684 for the same period in 2023[162]. - Operating expenses for the nine months ended September 30, 2024 totaled $3,188,033, significantly higher than the $1,712,882 reported for the same period in 2023[163]. - The company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence for business combinations[161]. Business Combination and Mergers - The company entered into a Merger Agreement on February 21, 2024, with Car Tech, LLC, involving an Aggregate Merger Consideration of $80,000,000 plus an additional $40,000,000 in Earn Out Consideration[150]. - The company intends to continue pursuing its initial business combination and aims to list its Common Stock and Warrants on Nasdaq[160]. - The company has the option to extend the deadline for completing its initial business combination up to six times, with the first extension approved to December 2, 2024[155]. - If the company fails to complete an initial business combination by December 2, 2024, it will cease operations and liquidate[166]. Financial Position and Resources - As of September 30, 2024, the company held $8,493,268 in the Trust Account, equating to approximately $11.51 per share[165]. - The company has $100,632 in a restricted investment account reserved for potential dissolution costs if an initial business combination is not completed[165]. - The company may lack sufficient financial resources to sustain operations for at least one year from the issuance date of the financial statements[166]. - The company has received a total of $2,135,000 in loans from the Sponsor for working capital purposes as of September 30, 2024[173]. - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[174]. Stockholder Information - As of March 5, 2024, there were 7,327,478 issued and outstanding shares of common stock, including 7,077,478 Class A shares and 250,000 Class B shares[153]. - Stockholders holding 839,322 Class A Shares redeemed their shares for approximately $11.20 per share, resulting in $9,400,518 being removed from the Trust Account[157]. - The company’s Class A common stock subject to possible redemption amounted to $8,593,900 as of September 30, 2024, classified as temporary equity[180]. - As of September 30, 2024, the Company did not have any dilutive securities or contracts that could potentially be exercised or converted into common stock, resulting in diluted net income per share being the same as basic net income per share[185]. Regulatory and Compliance - The company received a notice of delisting from Nasdaq on October 29, 2024, due to failure to complete its initial business combination by October 28, 2024[159]. - The Financial Accounting Standards Board issued ASU 2023-09, which will enhance the transparency of income tax disclosures, effective for the Company starting January 1, 2025[186]. - The company has not engaged in any hedging activities since its inception and does not expect to engage in any hedging activities regarding market risk[187]. Interest Income - Interest income earned on funds held in trust for the three months ended September 30, 2024 was $109,352, while for the same period in 2023 it was $227,386[162].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $169,187 compared to a net income of $1,066,985 for the same period in 2023[143]. - For the six months ended June 30, 2024, the company had a net loss of $1,429,067, while net income for the same period in 2023 was $2,777,532[144]. - The company has incurred significant operating expenses totaling $985,611 for the three months ended June 30, 2024, compared to $766,890 for the same period in 2023[143]. - Interest income earned on funds held in Trust for the three months ended June 30, 2024, was $139,197, down from $1,333,188 for the same period in 2023[143]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[142]. Cash and Assets - As of June 30, 2024, the company held $8,417,407 (approximately $11.40 per share) in the Trust Account, with an additional cash balance of $139,651 available for working capital[145]. - As of June 30, 2024, the Company had cash of $239,271 held outside the Trust Account, with $99,620 reserved for taxes and dissolution costs[151]. - The Company has $8,050,000 in deferred underwriting fees contingent upon the consummation of the Business Combination[145]. - The Sponsor has provided loans totaling $1,735,000 as of June 30, 2024, to ensure the Company continues as a going concern[153]. - The Company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024[154]. Business Combination and Agreements - The company entered into a Merger Agreement on February 21, 2024, with Car Tech, LLC, involving an Aggregate Merger Consideration of $80,000,000 plus an additional $40,000,000 in Earn Out Consideration[135]. - The company plans to extend the deadline for completing an initial business combination from May 2, 2024, to November 2, 2024, with the possibility of further extensions[139]. - If the Company does not complete an initial business combination by November 2, 2024, it will cease operations and liquidate[148]. - Stockholders holding 839,322 Class A Shares redeemed their shares for a pro rata portion of the Trust Account, resulting in $9,400,518 (approximately $11.20 per share) being removed from the Trust Account[141]. - Upon consummation of the initial business combination, the Company will pay a cash fee of 3.5% of the gross proceeds of the Public Offering to B. Riley Securities, Inc.[156]. Regulatory and Risk Factors - The Company may lack the financial resources needed to sustain operations for at least one year from the issuance date of the financial statements[146]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, effective January 1, 2025[166]. - As of June 30, 2024, the Company was not subject to any market or interest rate risk and has not engaged in hedging activities[167]. - The Company has 23,500,000 warrants exercisable to purchase shares of Class A common stock[165].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $1,259,880 compared to a net income of $1,710,547 for the same period in 2023[159]. - Interest income earned on funds held in trust for the three months ended March 31, 2024 was $229,469, down from $2,423,610 in the same period in 2023[159]. - Operating expenses for the three months ended March 31, 2024 totaled $1,203,055, significantly higher than the $586,289 reported for the same period in 2023[159]. - The Company may lack sufficient financial resources to sustain operations for at least one year from the issuance date of the financial statements, raising substantial doubt about its ability to continue as a going concern[161]. Business Combination - The company entered into a Merger Agreement on February 21, 2024, with Car Tech, LLC, involving an Aggregate Merger Consideration of $80,000,000 plus an additional $40,000,000 in Earn Out Consideration[146][148]. - The company extended the deadline for completing a business combination from May 2, 2024, to November 2, 2024, with the possibility of further extensions[154]. - The company plans to file a registration statement on Form S-4 with the SEC regarding the proposed business combination[151]. - The Company intends to use substantially all funds in the Trust Account to complete an initial business combination, with remaining proceeds used for working capital and growth strategies[163]. Trust Account and Cash Position - As of April 30, 2024, the trust account held $8,344,699.85, approximately $11.30 per share of Class A common stock subject to redemption[157]. - As of December 31, 2023, there was $17,591,536 held in the trust account, approximately $11.15 per share of Class A common stock subject to redemption[152]. - As of March 31, 2024, the Company held $17.8 million in the Trust Account, approximately $11.30 per share, and $96,892 in cash available for working capital[160]. - As of March 31, 2024, the Company had cash of $206,871 outside the Trust Account, with $109,979 reserved for taxes and dissolution costs if the initial business combination fails[165]. Shareholder Activity - Stockholders redeemed 21,422,522 Class A Shares for a pro rata portion of $222,484,624, approximately $10.38 per share, in connection with the Extension Proposal approved on April 28, 2023[152]. Debt and Financing - The Sponsor has provided a total of $1,175,000 in loans for working capital purposes, with accrued interest of $30,209 as of March 31, 2024[167]. - The Company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[168]. Equity and Derivatives - The Company accounts for Class A common stock subject to possible redemption as temporary equity, totaling $17,912,636 as of March 31, 2024[174]. - The Public Warrants and Private Placement Warrants are classified as derivative liabilities and are measured at fair value, with changes recognized in the statement of operations[176]. - Upon consummation of the initial business combination, the Company will pay a cash fee of 3.5% of the gross proceeds of the Public Offering to B. Riley Securities, Inc.[170]. Hedging Activities - The Company has not engaged in any hedging activities and does not expect to do so in the future[183].

Financial Position - As of December 31, 2023, the Trust Account held $17,591,536, approximately $11.15 per share of Class A common stock subject to redemption[205]. - As of December 31, 2023, the total assets of the company were $17,952,145, a significant decrease from $237,965,034 as of December 31, 2022[238]. - The investments held in the Trust Account decreased from $237,373,538 in 2022 to $17,591,536 in 2023[238]. - Class A common stock subject to possible redemption was valued at $17,700,146 as of December 31, 2023, down from $236,385,597 in 2022[238]. - The Company had a working capital deficit of approximately $3.8 million and current liabilities of about $4.1 million as of December 31, 2023[268]. - Total current liabilities increased to $4,126,409 in 2023 from $673,227 in 2022, representing a significant rise[239]. - The Company reported total liabilities of $13,116,409 in 2023, compared to $11,073,227 in 2022, marking an increase of approximately 18.4%[239]. - Cash at the end of the period was $74,974 in 2023, down from $212,232 in 2022, showing a decrease of about 64.7%[246]. - The Company recorded an accumulated deficit of $(12,864,985) as of December 31, 2023, compared to $(9,494,365) in 2022, reflecting an increase in deficit of about 35.5%[240]. Operating Performance - For the year ended December 31, 2023, the net income was $4,216,411 from interest income on Trust funds, with total operating expenses amounting to $2,283,526[203]. - Net income for the year ended December 31, 2023, was $2,473,401, a decrease from $12,854,233 in 2022, reflecting a decline of approximately 80.7%[242]. - Total expenses for 2023 amounted to $2,283,526, up from $1,532,385 in 2022, indicating an increase of about 48.8%[242]. - The Company has not generated any operating revenues to date and relies on interest income from marketable securities[202]. - The Company has not commenced any operations as of December 31, 2023, and will not generate operating revenues until after completing a business combination[249]. Business Combination and Future Plans - The Company has scheduled a special meeting for April 16, 2024, to consider an Additional Extension Proposal to extend the business combination deadline to November 2, 2024[201]. - The company is a Special Purpose Acquisition Corporation (SPAC) and is required to complete a business combination by May 2, 2024, or November 2, 2024, if an extension is approved[232]. - 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[258]. - If the Company fails to complete a Business Combination by May 2, 2024, it will cease operations and liquidate[269]. - The Company plans to merge with Car Tech, with an Aggregate Merger Consideration of $80,000,000 plus an additional $40,000,000 in Earn Out Consideration[355]. - The proposed merger will result in Car Tech becoming a wholly-owned subsidiary of the Company, subject to stockholder approval and customary closing conditions[354]. - The Company intends to file a registration statement on Form S-4 with the SEC in connection with the proposed business combination[358]. Cash Flow and Financing - The Company incurred cash used in operating activities of $2,562,966 for the year ending December 31, 2023[207]. - Cash flows used in operating activities were $(2,562,966) for 2023, compared to $(1,549,388) in 2022, indicating a worsening cash flow situation[246]. - The Sponsor provided loans totaling $825,000 for working capital purposes during the year ended December 31, 2023[212]. - As of December 31, 2023, the outstanding amount under the Sponsor loan was $1,000,000, with accrued interest of $19,404[315]. - The Company generated gross proceeds of $200,000,000 from its Initial Public Offering on November 2, 2021[250]. - The Company completed a private placement of 12,000,000 warrants, generating gross proceeds of $12,000,000 at a purchase price of $1.00 per warrant[252]. - Following the Initial Public Offering, $234,600,000 was placed in a trust account, with a net proceeds of $10.20 per unit sold[253]. Compliance and Regulatory Matters - The Company received a notice from Nasdaq on October 9, 2023, indicating non-compliance with the requirement of maintaining at least 400 total holders for continued listing[272]. - The Company submitted a plan to regain compliance with Nasdaq by November 20, 2023, which may grant an extension of up to 180 days if accepted[273]. - The Company has no approved plan to extend the business combination deadline beyond May 2, 2024, raising concerns about its ability to continue as a going concern[232]. Tax and Valuation - The effective tax rate for the year ended December 31, 2023, was 25.83%, significantly higher than 4.7% for 2022, primarily due to changes in the fair value of warrants and valuation allowances[349]. - The Company established a full valuation allowance for deferred tax assets, with a change in the valuation allowance of $386,973 for 2023 compared to $239,426 for 2022[347]. - The Company recorded a 1% excise tax liability of $2,224,846 as of December 31, 2023, due to stock repurchases under the Inflation Reduction Act[297]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2023, reflecting a stable tax position[294]. - The Company is subject to income taxation in the United States and does not expect significant changes in unrecognized tax benefits over the next twelve months[295]. Shareholder Matters - Stockholders holding 21,422,522 Class A Shares redeemed shares for a total of $222,484,624, approximately $10.38 per share, in connection with the Extension[199]. - Approximately 78% of the Class A shares eligible to vote at the special meeting are held by the sponsor, indicating strong support for the proposed extension[359]. - The Company has no dilutive securities or contracts that could potentially be converted into common stock as of December 31, 2023[226].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $727,307 compared to a net income of $920,184 for the same period in 2022 [122]. - For the nine months ended September 30, 2023, the company had a net income of $2,422,758, down from $10,089,460 in the same period in 2022 [123]. - The company incurred operating expenses totaling $306,052 for the three months ended September 30, 2023, compared to $323,407 for the same period in 2022 [122]. - The company has not generated any operating revenues to date and relies on interest income from marketable securities [121]. - 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 [126]. Trust Account and Shareholder Activity - As of September 30, 2023, the company held $17,483,547 in the Trust Account, approximately $11.08 per share, and $79,413 in cash available for working capital [125]. - Stockholders holding 21,422,522 Class A Shares redeemed their shares for a pro rata portion of the Trust Account, resulting in $222,484,624 being removed from the Trust Account [119]. - As of September 30, 2023, the Class A common stock subject to possible redemption amounts to $17,366,793, down from $236,385,597 as of December 31, 2022, classified as temporary equity [139]. Business Combination Plans - The company plans to use substantially all funds in the Trust Account to complete an initial business combination, with any remaining proceeds used for working capital [127]. - The company has extended the deadline for completing an initial business combination from May 2, 2023, to May 2, 2024 [119]. - Upon the completion of the initial business combination, the company will pay B. Riley Securities, Inc. a cash fee of 3.5% of the gross proceeds from the Public Offering [135]. Financial Obligations and Resources - As of September 30, 2023, the company had $710,000 in loans payable to the Sponsor, which were provided for working capital purposes [132]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $15,000 for office space and support, which began on October 28, 2021, and was amended to accrue until a business combination or liquidation [134]. Financial Instruments and Valuation - The company evaluates its financial instruments to determine if they are derivatives, with Public and Private Placement Warrants classified as derivative instruments and measured at fair value [140]. - The Public Warrants were valued using publicly available prices and classified as Level 1 on the Fair Value Hierarchy as of September 30, 2023 [142]. - The company has no dilutive securities or contracts that could potentially be exercised into common stock, resulting in diluted net income per common share being the same as basic net income per common share [144]. - As of September 30, 2023, the company is not subject to any market or interest rate risk and has not engaged in hedging activities since inception [146].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,342,399, compared to $908,400 for the same period in 2022, representing a 47.7% increase[131]. - For the six months ended June 30, 2023, the company had a net income of $3,150,065, a decrease of 65.6% from $9,169,276 in the same period of 2022[132]. - The company incurred operating expenses totaling $539,046 for the three months ended June 30, 2023, compared to $387,025 for the same period in 2022, reflecting a 39.2% increase[131]. Financial Position - As of June 30, 2023, the company held $17,256,161 in the Trust Account, approximately $10.94 per share, with an additional $75,489 in cash available for working capital[133]. - As of June 30, 2023, the company had $551,407 in cash held outside the Trust Account, with $475,762 reserved for taxes and dissolution costs[137]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $15,000 for office space and support, which began on October 28, 2021, and was amended to accrue until a business combination or liquidation[142]. - As of June 30, 2023, the Class A common stock subject to possible redemption amounts to $17,096,912, down from $236,385,597 as of December 31, 2022, indicating a significant reduction in temporary equity[147]. Cash Management - Stockholders redeemed 21,422,522 Class A Shares for a total of $222,484,624.02, approximately $10.38 per share, in connection with the extension of the business combination period[128]. - The company has a commitment from the Sponsor for up to $1,000,000 in working capital loans, with $355,000 loaned during the three and six months ended June 30, 2023[140]. - The company intends to use substantially all funds in the Trust Account to complete an initial business combination and may need additional financing to do so[135]. Operational Concerns - The company has not generated any operating revenues to date and relies on interest income from marketable securities[130]. - 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[134]. Risk Management - The company has not engaged in any hedging activities since inception and does not expect to do so in the future, indicating a conservative approach to market risk[155]. - The company has no market or interest rate risk as of June 30, 2023, reflecting a stable financial position[154]. Accounting and Reporting - The company’s critical accounting policies involve estimates and assumptions that could materially differ from actual results, highlighting the importance of accurate financial reporting[144]. - Management does not anticipate any material effects on financial statements from recently issued accounting standards that are not yet effective[154]. - The company’s derivative financial instruments are recorded at fair value, with changes in fair value reported in the statements of operations[148]. - Net income per share is calculated using the two-class method, with no dilutive securities affecting the diluted net income per share as of June 30, 2023[153]. - The company will pay a cash fee of 3.5% of the gross proceeds of the Public Offering to B. Riley Securities, Inc. upon the completion of the initial business combination[143]. - The company has determined that Public Warrants and Private Placement Warrants are derivative instruments, with the Public Warrants valued at fair value using market prices as of June 30, 2023[149].

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[111]. - The company had cash of approximately $88,000 and a working capital deficit of approximately $1,094,000 as of March 31, 2023[111]. - 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[112]. - The company has no long-term debt or significant liabilities other than a monthly fee of $15,000 to an affiliate of the Sponsor for administrative support[120]. 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[110]. - Interest income for the three months ended March 31, 2023 was $2,423,610, while operating expenses totaled $492,689[110]. Trust Account and Shareholder Activity - Stockholders holding 21,422,522 Class A Shares redeemed their shares for a pro rata portion of the funds in the Trust Account, resulting in $222,484,624.02 being removed from the Trust Account[107]. - The company intends to use substantially all funds in the Trust Account to complete an initial business combination[113]. - As of May 15, 2023, approximately $16,382,973 remained in the Trust Account[107]. - As of March 31, 2023, the Class A common stock subject to possible redemption amounts to $234,600,000, classified as temporary equity[123]. Warrants and Derivative Instruments - The Public Warrants and Private Placement Warrants are classified as derivative instruments, with the Public Warrants valued using publicly available prices and classified as Level 1 on the Fair Value Hierarchy[126]. - The Company has determined that the Private Placement Warrants are classified within Level 3 of the Fair Value Hierarchy due to the use of unobservable inputs[126]. - The warrants are exercisable to purchase a total of 23,500,000 shares of Class A common stock[129]. Accounting and Risk Management - The Company did not have any dilutive securities as of March 31, 2023, resulting in diluted net income per common share being the same as basic net income per common share[129]. - The Company has not engaged in any hedging activities since inception and does not expect to do so in the future[131]. - Management does not believe that any recently issued accounting standards would have a material effect on the financial statements[130]. - As of March 31, 2023, the Company was not subject to any market or interest rate risk[130]. Fees and Commissions - Upon consummation of the initial business combination, the company will pay a cash fee of 3.5% of the gross proceeds of the Public Offering to B. Riley Securities, Inc.[121].