AltEnergy Acquisition Corp

DEF 14A 1 d132423ddef14a.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 27, 2026, 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/2026. The accompanying proxy statement is dated April 13, 2026, and is first being mailed to stockholders of the Company on or about April 16, 2026.

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. Instructions on how to vote your shares are on the proxy materials you are receiving for the Special Meeting.

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

Each of the Extension 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 MAKES NO RECOMMENDATION AS TO HOW ANY PUBLIC STOCKHOLDER SHOULD VOTE ON THE EXTENSION PROPOSAL OR, IF PRESENTED, THE ADJOURNMENT PROPOSAL. OUR SPONSOR OWNS APPROXIMATELY 92 % OF THE SHARES OF COMMON STOCK ENTITLED TO VOTE ON THE PROPOSALS AND WILL VOTE IN FAVOR OF THE EXTENSION PROPOSAL. ACCORDINGLY THE EXTENSION PROPOSAL WILL BE ADOPTED EVEN IF ALL PUBLIC STOCKHOLDERS VOTE “AGAINST” THE PROPOSAL OR ABSTAIN. PUBLIC STOCKHOLDERS SHOULD DETERMINE WHETHER IT IS IN THEIR INTEREST, ECONOMIC OR OTHERWISE, TO EXERCISE THEIR REDEMPTION RIGHTS AS DISCUSSED BELOW AND IN THE ACCOMPANYING PROXY STATEMENT.

The Company has entered into anon-binding letter of intent (the “Letter of Intent”) that sets forth the preliminary terms and conditions of a potential business combination (the “Business Combination”) with a private company that meets the Company’s investment criteria and principles. Pursuant to the Letter of Intent, the Company intends to enter into a definitive agreement for the Business Combination (the “Merger Agreement”). No assurances can be made that the Company will successfully negotiate and enter into the Merger Agreement or consummate a Business Combination. The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete due diligence, negotiate and enter into the Merger Agreement and complete the Business Combination.

The Charter provides that the Company has until May 1, 2026 (as previously extended in accordance with the terms of the Charter), to complete an initial business combination. The Board has determined it is in the best interests of the Company to extend the date by which the Company has to complete an initial business combination to the Extended Date to allow for additional time to complete due diligence, negotiate and enter into the Merger Agreement and consummate the Business Combination. The Company plans to hold another stockholder meeting prior to the Extended Date, in order to seek stockholder approval of the Business Combination and related proposals.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later time or times or date or dates, if necessary or convenient.

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”) and the restricted investment account, including interest earned on the funds held in the Trust Account and the restricted investment 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. Following the approval of the Extension Proposal, the remaining public stockholders will retain their right to redeem their shares of Class A Common Stock upon consummation of the Business Combination if and 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.

Based upon the amount held in the Trust Account and the restricted investment account as of March 31, 2026, which was $6,354,070, and estimated interest income and taxes post such date, the Company estimates that theper-share price at which public shares may be redeemed from cash held in the Trust Account and the restricted investment account will be approximately $12.1467 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on March 31, 2026, was $12.01. 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 the Extension 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.

Approval of the Extension 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. As noted above, our Sponsor owns approximately 92% of the shares of Common Stock entitled to vote on the Extension Proposal and will vote in favor of the Extension Proposal. Accordingly, it is expected that the Extension Proposal will be approved.

The Board has fixed the close of business on March 20, 2026, as the record date for the Special Meeting. Only stockholders of record on March 20, 2026, 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. Accordingly, if 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. If an initial business combination is not consummated by the Extended Date, assuming 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/2026. 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.

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 decide to vote at the meeting, please sign, date and return your proxy card as soon as possible.

If you have any questions or need assistance voting your Common Stock, please contact the Company 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.

April 13, 2026

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 April 13, 2026

and is first being mailed to our stockholders with the form of proxy on or about April 16, 2026.

600 Lexington Ave.

9th Floor

New York, New York 10022

NOTICE OF THE SPECIAL MEETING

TO BE HELD ON APRIL 27, 2026

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 27, 2026, 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/2026. 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 Company has entered into anon-binding letter of intent (the “Letter of Intent”) that sets forth the preliminary terms and conditions of a potential business combination (the “Business Combination”) with a private company that meets the Company’s investment criteria and principles. Pursuant to the Letter of Intent, the Company intends to enter into a definitive agreement for the Business Combination (the “Merger Agreement”). No assurances can be made that the Company will successfully negotiate and enter into the Merger Agreement or consummate a Business Combination. The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete due diligence, negotiate and enter into the Merger Agreement and complete the Business Combination.

The Charter provides that the Company has until May 1, 2026 (as previously extended in accordance with the terms of the Charter), to complete an initial business combination. The Board has determined it is in the best interests of the Company to extend the date by which the Company has to complete an initial business combination to the Extended Date to allow for additional time to complete due diligence, negotiate and enter into the Merger Agreement and consummate the Business Combination. The Company plans to hold another stockholder meeting prior to the Extended Date, in order to seek stockholder approval of the Business Combination and related proposals.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later time or times or date or dates, if necessary or convenient.

Approval of the Extension Proposal requires the affirmative vote of the holders of at least 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.Our Sponsor owns approximately92% of the shares of Common Stock entitled to vote on the Extension Proposal and intends to vote in favor thereof, so the Extension Proposal will be adopted even if all public stockholders vote against the Extension Proposal or abstain.

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”) and held in a restricted investment account, including interest earned on the funds held in the Trust Account and the restricted investment 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. The remaining public stockholders will retain their right to redeem their Class A Common Stock upon consummation of our initial business combination if and 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.

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 the Extension 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 or do not vote at all at the Special Meeting.

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 Class A Common Stock issued upon conversion of Class B Common Stock to Class A Common Stock held by it or them, as applicable, if the Company fails to complete an initial business combination by May 1, 2026, or by the applicable deadline as may be extended as contemplated by the Extension Proposal, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Common Stock they hold other than such shares issued upon conversion of Class B Common Stock 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 1, 2026 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 $12.1467 (based on the amount held in the Trust Account and the restricted investment account as of March 31, 2026 and estimated interest income and taxes post such date). Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account and restricted investment account, if the Company liquidates, will not be less than $12.1467 due to unforeseen claims of potential creditors.

The approval of the Extension Proposal 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. 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, 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 $6,354,070 that was in the Trust Account and the restricted investment account as of March 31, 2026. 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 20, 2026, 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 6,266,197 shares of Common Stock issued and outstanding, including 6,016,197 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.

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.

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 the Company 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 27, 2026

This Notice of Special Meeting and Proxy Statement are available at

https://www.cstproxy.com/altenergyacquisition/2026.