8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 25, 2025

AltEnergy Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40984

86-2157013

(State or other jurisdiction

Identification No.)

(Commission

File Number)

(I.R.S. Employer

of incorporation)

600 Lexington Avenue

9^th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(203) 299-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one- half of one Warrant	AEAEU	OTC Pink Open Market
Class A common stock, par value $0.0001 per share	AEAE	OTC Pink Open Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AEAEW	OTC Pink Open Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

As previously reported, on April 16, 2024, AltEnergy Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of stockholders at which the Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to extend the date by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021 (the “IPO”), from May 2, 2024, to November 2, 2024 (the “Extended Date”), and to allow the Board, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025.

On October 30, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from November 2, 2024 to December 2, 2025 (the “First Optional Extension”).

On November 25, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from December 2, 2024 to January 2, 2025 (the “Second Optional Extension”).

On December 20, 2024, the Board approved an extension of the date by which the Company is required to complete an initial business combination from January 2, 2025 to February 2, 2025 (the “Third Optional Extension”).

On January 28, 2025, the Board approved an extension of the date by which the Company is required to complete an initial business combination from February 2, 2025 to March 2, 2025 (the “Fourth Optional Extension”).

On February 25, 2025, the Board approved an extension of the date by which the Company is required to complete an initial business combination from March 2, 2025 to April 2, 2025 (the “Fifth Optional Extension”). This Current Report on Form 8-K constitutes notice to stockholders of the Board’s approval of the Fifth Optional Extension.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ALTENERGY ACQUISITION CORP.

By:		/s/ Russell Stidolph
		Name: Russell Stidolph
		Title: Chief Executive Officer

Date: February 26, 2025