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AltEnergy Acquisition Corp.(AEAEU) - 2022 Q4 - Annual Report

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 [229]. - 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, representing an increase of approximately 18.6% [264]. - Basic and diluted net income per share of Class A common stock was $0.48 for the year ended December 31, 2022, compared to $1.17 for the prior period [264]. - The company’s accumulated deficit decreased to $(8,543,365) as of December 31, 2022, from $(20,563,001) as of December 31, 2021 [262]. - The company’s cash and prepaid expenses totaled $591,496 as of December 31, 2022, down from $1,437,359 as of December 31, 2021 [261]. - The company incurred transaction costs of $13,355,589 related to the IPO, including $4,600,000 in underwriting fees [277]. Capital Structure and Financing - The company generated gross proceeds of $230,000,000 from its initial public offering of 23,000,000 units at a price of $10.00 per unit [231]. - The company may need to seek additional financing to complete its business combination or to redeem public shares, which could involve issuing additional securities or incurring debt [237]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2022 [242]. - 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 [243]. - The company is required to complete a business combination by May 2, 2023, or it will need to cease operations, raising substantial doubt about its ability to continue as a going concern [256]. Trust Account and Working Capital - As of December 31, 2022, the company had $234,600,000 placed in the trust account and $2,817,141 of cash held outside the trust account for working capital purposes [232]. - The company intends to use substantially all funds in the Trust Account to complete an initial business combination, with remaining proceeds for working capital and growth strategies [236]. - The company had cash of $212,232 available for working capital purposes as of December 31, 2022 [277]. - The company reported a working capital deficit of $81,731 and current liabilities of $673,227, which includes $368,804 related to taxes [287]. Operations and Business Combination - The company has not commenced any operations as of December 31, 2022, and will not generate operating revenues until after completing a Business Combination [272]. - 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 [278]. - If the Company fails to complete a Business Combination by May 2, 2023, it will cease operations, redeem public shares, and liquidate [288]. - The holders of the Founder Shares have agreed to waive their liquidation rights if the Company fails to complete a Business Combination within the Combination Period [283]. Tax and Regulatory Matters - The net deferred tax assets as of December 31, 2022, amounted to $7,190, compared to $0 as of December 31, 2021, indicating a significant increase in deferred tax assets [360]. - The company's effective tax rate for the year ended December 31, 2022, was 4.4%, influenced by changes in fair value of warrants and valuation allowances [362]. - The Company has identified the United States as its only major tax jurisdiction and does not expect significant changes in unrecognized tax benefits over the next twelve months [312]. Warrants and Derivative Liabilities - The Public Warrants and Private Placement Warrants are classified as liabilities and are measured at fair value at each reporting date [315]. - 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 [354]. - As of December 31, 2022, the total fair value of derivative liabilities decreased to $1,399,000 from $13,990,000 as of December 31, 2021, reflecting a change of $12,591,000 [358]. - The company recorded a gain of $12,591,000 on the change in fair value of derivative warrants for the year ended December 31, 2022 [358]. Management and Compensation - The CFO's consulting agreement was amended to a monthly payment of $10,400, with an additional contingent fee of $5,200 per month upon a successful business combination [332]. - The Company agreed to pay a one-time fee of $300,000 to the COO and $150,000 to the CFO upon the consummation of the initial business combination, which has not been accrued as of December 31, 2022 [333]. - The consulting fee for the CFO was amended to $15,600 per month, accruing until the closing of a business combination [366].