AltEnergy Acquisition Corp

DEF 14A 1 d807770ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Information

Required in Proxy Statement Schedule

14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

AltEnergy Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

600 Lexington Ave.

9th Floor

New York, New York 10022

PROXY STATEMENT FOR SPECIAL MEETING

OF STOCKHOLDERS OF

Stockholders of AltEnergy Acquisition Corp.:

You are cordially invited to attend the special meeting (the “Special Meeting”) of stockholders of AltEnergy Acquisition Corp., a Delaware corporation (the “Company,” “AltEnergy,” “we,” “us” or “our”), to be held on April 16, 2024, at 10:00AM Eastern Time or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted by live webcast. You will be able to attend the Special Meeting online, vote, and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/altenergyacquisition/2024. The accompanying proxy statement is dated March 27, 2024, and is first being mailed to stockholders of the Company on or about April 2, 2024.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Special Meeting.

The Special Meeting is being held to consider and vote upon the following proposals:

Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation; and

Each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Proposal is to allow the Company more time to complete its previously announced business combination (the “Business Combination”) with Car Tech, LLC, an Alabama limited liability company (“Car Tech”). On February 21, 2024, the Company entered into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Car Tech Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Car Tech, pursuant to which Merger Sub will merge with and into Car Tech, with Car Tech as the surviving entity and a wholly owned subsidiary of the Company.

The Charter provides that the Company has until May 2, 2024, to complete an initial business combination. While the Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to completion of the Business Combination, the Board has determined that there may not be sufficient time before May 2, 2024 to complete the Business Combination. Therefore, the Board has determined that it is in the best interests of the Company’s stockholders to extend the date by which the Company has to complete an initial business combination to the Extended Date or the Additional Extension Date, as applicable. If the Extension Proposal is approved, the Company plans to hold another stockholder meeting prior to the Extended Date or the Additional Extension Date, as applicable, in order to seek stockholder approval of the Business Combination and related proposals. For more information regarding the Business Combination and the Merger Agreement, please read the Company’s Current Report on Form 8-K relating to the Business Combination that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2024, including the complete text of the Merger Agreement provided as an exhibit thereto.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Charter the Redemption Limitation. Unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed with the Extension if redemptions of its public shares would cause the Company to exceed the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate the Business Combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Business Combination. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, the Charter would prevent the Company from being able to consummate the Business Combination even if all other conditions to closing are met.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates, if necessary or convenient, if the Company determines that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Proposal and/or the Redemption Limitation Amendment Proposal or if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

In connection with the Extension, holders of public shares (“public stockholders”) may elect to redeem their shares for aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Extension Proposal or if they vote at all. If the Extension Proposal is approved by the requisite vote of stockholders, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of the Business Combination when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Charter, as amended. In addition, public stockholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date or the Additional Extension Date, as applicable.

Based upon the amount held in the Trust Account as of February 29, 2024, which was $17,742,606.82, and estimated interest income and taxes post-February 29, 2024, the Company estimates that theper-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.20 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on March 22, 2024, was $11.25. The Company cannot assure stockholders that they will be able to sell their Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

Pursuant to the Charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if either the Extension Proposal or the Redemption Limitation Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal and/or the Redemption Limitation Amendment Proposal.

If the Extension is not approved and we do not consummate the Business Combination by May 2, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at aper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), by (B) the total number of then-issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining public stockholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under the Delaware General Corporation Law (the “DGCL”) to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by May 2, 2024 or by the applicable deadline as may be extended.

Approval of the Extension Proposal and the Redemption Limitation Amendment Proposal requires the affirmative vote of the holders of at least 65% of the Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company issued to the Sponsor in a private placement prior to the IPO (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon.

The Board has fixed the close of business on March 5, 2024, as the record date for the Special Meeting. Only stockholders of record on March 5, 2024, are entitled to notice of and to vote at the Special Meeting or any postponement or adjournment thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You are not being asked to vote on an initial business combination, including the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on an initial business combination if and when such transaction is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date or the Additional Extension Date, as applicable. If an initial business combination is not consummated by the Extended Date or the Additional Extension Date, as applicable, assuming the Extension is implemented, and the Company does not obtain an additional extension, the Company will redeem its public shares.

All Company stockholders are cordially invited to attend the Special Meeting via the Internet at https://www.cstproxy.com/altenergyacquisition/2024. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote in person or by proxy will not be counted towards the number of Common Stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your Common Stock, please contact Jon Darnell by calling 203-299-1400, or by emailing info@altenergyacquisition.com.

On behalf of our board of directors, we would like to thank you for your support of AltEnergy Acquisition Corp.

March 27, 2024

By Order of the Board,

/s/ Russell Stidolph

Russell Stidolph

Chief Executive Officer

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A COMMON STOCK AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

This proxy statement is dated March 27, 2024

and is first being mailed to our stockholders with the form of proxy on or about April 2, 2024.

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Company’s board of directors (the “Board”) to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

600 Lexington Ave.

9th Floor

New York, New York 10022

NOTICE OF THE SPECIAL MEETING

TO BE HELD ON APRIL 16, 2024

Dear Stockholders of AltEnergy Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a Special Meeting (the “Special Meeting”) of stockholders of AltEnergy Acquisition Corp., a Delaware corporation (the “Company”), will be held on April 16, 2024, at 10:00AM, Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/altenergyacquisition/2024. The Special Meeting will be held to consider and vote upon the following proposals:

The above matters are more fully described in the accompanying proxy statement.We urge you to read carefully the accompanying proxy statement in its entirety.

The purpose of the Extension Proposal is to allow the Company more time to complete its previously announced business combination (the “Business Combination”) with Car Tech, LLC, an Alabama limited liability company (“Car Tech”). On February 21, 2024, the Company entered into that certain Agreement and Plan of Merger (as it may be further amended from time to time, the “Merger Agreement”) with Car Tech Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and Car Tech, pursuant to which Merger Sub will merge with and into Car Tech, with Car Tech as the surviving entity and a wholly owned subsidiary of the Company. Approval of the Extension Proposal is a condition to the implementation of the Extension.

The purpose of the Redemption Limitation Amendment Proposal is to eliminate from the Charter the Redemption Limitation. Unless the Redemption Limitation Amendment Proposal is approved, the Company will not proceed with the Extension if redemptions of its public shares would cause the Company to exceed the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Redemption Limitation would be exceeded, the Redemption Limitation would prevent the Company from being able to consummate the Business Combination. The Company believes that the Redemption Limitation is not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to the SEC’s “penny stock” rules. Because the public shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange, the Company is presenting the Redemption Limitation Amendment Proposal to facilitate the consummation of the Business Combination. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, the Charter would prevent the Company from being able to consummate the Business Combination even if all other conditions to closing are met.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates, if necessary or convenient, if the Company determines that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Proposal and/or the Redemption Limitation Amendment Proposal or if the Board determines before the Special Meeting that it is not necessary or no longer desirable to proceed with the other proposals.

Approval of the Extension Proposal and the Redemption Limitation Amendment Proposal requires the affirmative vote of the holders of at sixty five percent (65%) of the Class A Common Stock and Class B Common Stock, par value $0.0001 per share, of the Company issued to the Sponsor in a private placement prior to the IPO (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”) issued and outstanding, voting together as a single class, represented in person or by proxy and entitled to vote thereon.

In connection with the Extension, public stockholders may elect to redeem their shares for aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then-issued and outstanding Class A Common Stock, regardless of how such public stockholders vote on the Extension Proposal, or if they vote at all. If the Extension is approved by the requisite vote of stockholders, the remaining public stockholders will retain their right to redeem their Class A Common Stock upon consummation of our initial business combination when it is submitted to a vote of the stockholders, subject to any limitations set forth in the Charter. In addition, public stockholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date or the Additional Extension Date, as applicable.

Pursuant to the Charter, a public stockholder may request that the Company redeem all or a portion of such public stockholder’s public shares for cash if either of the Extension Proposal or the Redemption Limitation Amendment Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Public stockholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal and/or the Redemption Limitation Amendment Proposal or do not vote at all at the Special Meeting.

If the Extension is not approved and we do not consummate an initial business combination by May 2, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at aper-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), by (B) the total number of then-issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

The Company’s sponsor is AltEnergy Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor and the Company’s directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class B Common Stock or Private Placement Warrants (as defined below) held by it or them, as applicable, if the Company fails to complete an initial business combination by May 2, 2024, or by the applicable deadline as may be extended, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Common Stock they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by May 2, 2024 or by the applicable deadline as may be extended.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Theper-share liquidation price for the public shares is anticipated to be approximately $11.20 (based on the amount held in the Trust Account as of February 29, 2024 and estimated interest income and taxes post-February 29, 2024). Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $11.20 due to unforeseen claims of potential creditors.

If the Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The funds remaining in the Trust Account after the removal of such Withdrawal Amount shall be available for use by the Company to complete an initial business combination on or before the Extended Date or the Additional Extension Date, as applicable. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on an initial business combination through the Extended Date or the Additional Extension Date, as applicable, if the Extension Proposal is approved.

The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account may be significantly less than the $17,742,606.82 that was in the Trust Account as of February 29, 2024. In such an event, the Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Only stockholders of record of the Company as of the close of business on March 5, 2024, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote. On the record date, there were 7,327,478 shares of Common Stock issued and outstanding, including 7,077,478 shares of Class A Common Stock and 250,000 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the proposals.

Your vote is important. Proxy voting permits stockholders unable to attend the Special Meeting in person to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to the Special Meeting by following the instructions included in this proxy statement and on the proxy card.

It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Common Stock, please contact Jon Darnell by calling 203-299-1400 or by emailing info@altenergyacquisition.com.

By Order of the Board of Directors,

/s/ Russell Stidolph

Russell Stidolph

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON APRIL 16, 2024

This Notice of Special Meeting and Proxy Statement are available at

https://www.cstproxy.com/altenergyacquisition/2024.