AltEnergy Acquisition Corp

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024(“10-K”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our 10-K.

Because our common stock, units and warrants are quoted on the OTC Pink Open Market, instead of a national securities exchange, our stockholders and warrant holders may experience significant volatility in the market price of our stock, units or warrants and have difficulty selling their such securities.

Our common stock, units and warrants are currently quoted on the OTC Pink Open Mark (the “OTC Pink”), under the ticker symbol “AEAE”, “AEAEU” and “AEAEW.” The OTC Pink is a regulated quotation service that displays real-time quotes and last sale prices inover-the-counter securities. Trading in securities quoted on the OTC Pink is often thin and characterized by volatility. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions. As a result, there may be wide fluctuations in the market price of our securities for reasons unrelated to operating performance, and this volatility, when it occurs, may have a negative effect on the market price for our securities. Moreover, the OTC Pink is not a stock exchange, and trading of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock exchange. Accordingly, our stockholders and warrant holders may not be able to realize a fair price of their shares or warrants when they determine to sell them or may have to hold them for a substantial period of time until the market for such securities improves.

Although our securities are listed on the OTC Pink Open Market, we cannot assure you that an active, liquid trading market for our shares, units or warrants will continue to develop or be sustained. If an active market for any of our securities does not continue to develop or is not sustained, it may be difficult for you to sell shares, units or warrants quickly or without depressing the market price for such securities or to sell your such securities at all.