AEAE SEC filings, in plain English
Everything AltEnergy Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q Quarterly Report. According to management in the filing, stockholders approved extending the business combination deadline from May 1, 2026, to May 3, 2027, effective upon a Delaware filing on April 29, 2026. The Trust Account holds $6,245,404 (approximately $12.16 per share), reduced by a recent redemption of 2,719 shares costing $32,970.61. Working capital dependence on the Sponsor deepened, with loan payables reaching $4,175,000 plus $292,825 accrued interest, while unrestricted cash fell to $7,496. Concurrently, management recorded $90,000 in administrative fees and formalized the March 23, 2026 resignation of a former CFO, capping settlement accruals at $421,200 with a $150,000 success-based contingent fee. Why it matters: This reliance on sponsor advances to cover daily operations against a $7,496 cash buffer signals severe liquidity strain, exacerbated by total current liabilities of $11,474,812 and a regulatory excise tax liability of $2,346,016 cited by management. Although management references a non-binding letter of intent from March 6, 2026, with an unidentified private entity, the company's Nasdaq delisting in late October 2024 limits public market visibility and access. Ultimately, these mechanical pressures increase the probability of liquidation before the May 3, 2027 expiration, leaving remaining shareholders exposed to potential warrant worthless status and delayed distribution timelines.
What changed vs 2026-05-08shares 516K → 513K -1%redeemable shares, trust account, combination deadline +11 moved · 3 with no prior record of ours
- Redeemable shares
- 516K513K
- Trust account
- $8.1M · unchanged
- Combination deadline
- 2027-05-03 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 2,719 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 513,478 and 516,197 shares subject to possible redemption) at June 30, 2026 and December 31, 2025, respectively 550 550 Class B common stock, $ 0.0001 par”…
The clause …“amounted to $ 13,355,589 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees payable (which were held in the Trust Account) and $ 705,589 of costs related to the Initial Public Offering. On”…
The clause …“and Restated Certificate of Incorporation, unless the Company completes a business combination by May 3, 2027, the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve. These conditions”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Schedule 13G/A, formally categorized as a beneficial ownership report submitted by Clear Street LLC. The provided excerpt records only the SEC form identifier and the reporting entity; it contains no share counts, percentage thresholds, acquisition dates, or disposition metrics that would quantify a change in beneficial ownership or control. Why it matters: Because the filing supplies zero numerical data or narrative disclosure, it bears no direct impact on AEAE’s redemption windows, trust account valuation, extension mechanisms, business combination trajectory, or sponsor behavior. No assertions regarding client relationships, fiscal performance, addressable markets, strategic pivots, proprietary systems, commercial alliances, regulatory disputes, or executive appointments appear in the text, and therefore no attributed statements inform capital allocation timing or fundamental execution risk.
What changed: In its own terms, this document is a Schedule 13G beneficial ownership report, serving as a routine SEC compliance exhibit rather than a merger agreement, resignation, interview transcript, investor presentation, or lawsuit. According to the provided filing text, Clear Street LLC is named as the reporting holder; however, the excerpt contains no share counts, acquisition dates, ownership percentages, purchase prices, or any statements bearing on redemption deadlines, trust value, extension votes, deal progress, or sponsor conduct. Why it matters: Because Clear Street LLC’s submission, as written in the text, omits numerical holdings, transaction timing, or declared purposes of control, it does not modify investor redemption windows, impact trust account distributions, signal merger advancement, or reflect sponsor behavior. Standard 13G filings record passive institutional stakes; without attached schedules or amendment footers detailing aggregate positions or purchase activity, this filing provides no actionable update for investors tracking the company’s combination timeline or capital preservation.
What changed: A Quarterly Report on Form 10-Q for the period ended March 31, 2026, supplemented by amendments to the Amended and Restated Certificate of Incorporation effectuating an extension vote, alongside exhibits detailing a former CFO’s resignation and compensation waiver. Per the Company's filings and board resolutions, stockholders approved a fourth amendment extending the combination deadline from May 1, 2026 to May 3, 2027. Associated with that vote, 2,719 public shares were redeemed, extracting $32,970.61 (approximately $12.13 per share) from the Trust Account as of May 1, 2026. The Company's management reports the Trust Account held $6,251,363 (roughly $12.11 per share) as of March 31, 2026. Per disclosed related-party transactions, the Sponsor lent an additional $375,000 in the first quarter, resulting in an outstanding loan payable balance of $4,175,000 plus accrued interest. The former Chief Financial Officer, Jonathan Darnell, resigned on March 23, 2026; according to the executed Mutual Termination Agreement dated March 31, 2026, he waived $187,200 in accrued 2025 compensation but retains a claim for $421,200 plus a $150,000 contingent success fee payable only upon a completed business combination. Additionally, the Sponsor previously surrendered 4,000,000 Private Placement Warrants for no consideration on December 31, 2024. Why it matters: The Board's decision to secure an extension to May 3, 2027 preserves the SPAC vehicle and grants management approximately thirteen extra months to execute a target acquisition, directly mitigating imminent liquidation risk for remaining holders. The near-absence of extension-driven redemptions (only 2,719 shares tendered) and the elevated trust per-share value ($6,251,363 in the Trust) signal sustained public capital, which management intends to use substantially for transaction funding. Continued Sponsor debt injections highlight reliance on affiliate working capital to sustain operations, a necessity underscored by management's disclosure of a Q1 2026 net loss of $1,273,724 and their assertion that conditions raise substantial doubt about the Company's ability to continue as a going concern absent a successful combination. Restructuring the executive compensation package to be fully contingent on deal closure aligns management incentives with shareholder return while reducing pre-combination fixed costs.
What changed vs 2025-11-12deadline 2026-05-01 → 2027-05-03combination deadline, trust account, going-concern doubt +11 moved · 3 with no prior record of ours
- Combination deadline
- 2026-05-012027-05-03
- Trust account
- $8.1M · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 516K · unchanged
SpacBrain reads this as 367 days later than the previous record.
The clause …“and Restated Certificate of Incorporation, unless the Company completes a business combination by May 3, 2027, the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve. These conditions”…
The clause …“amounted to $ 13,355,589 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees payable (which were held in the Trust Account) and $ 705,589 of costs related to the Initial Public Offering. On”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 516,197 shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively 550 550 Class B common stock, $ 0.0001 par value,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report announcing the results of a special meeting of stockholders, which approved a charter amendment to extend the company's business combination deadline, alongside the filing of the corresponding Fourth Amendment to the Certificate of Incorporation and related trust account redemptions. According to the registrant's filing, the mandatory deadline to consummate an initial business combination or redeem public shares has been officially extended from May 1, 2026, to May 3, 2027. In direct connection with this vote, 2,719 Class A shares were redeemed by stockholders, resulting in $32,970.61 being removed from the Trust Account at a rate of approximately $12.126 per share. The Delaware filing executed on April 29, 2026, formally codifies May 3, 2027, as the new Redemption Date in Section 8.1(b) of the Certificate. Why it matters: The extension grants the SPAC and its sponsors an additional full year to locate, negotiate, and close a target acquisition before facing forced liquidation. The voting record shows that out of 6,016,197 outstanding Class A shares, only 2,719 chose to exercise their redemption rights, preserving the vast majority of capital in the trust for remaining public investors. The documented $12.126 per-share payout to exiting holders confirms how much liquidity was extracted, establishing the actual residual trust value trajectory and resetting the definitive exit calendar for any investor tracking their potential redemption or continued sponsorship exposure through May 3, 2027.
What changed: A definitive proxy statement (DEF 14A) and routine compliance exhibit soliciting shareholder votes for a special meeting to approve a charter amendment. The filing reports the Board proposes extending the deadline to consummate an initial business combination from May 1, 2026, to May 3, 2027, alongside an adjournment mechanism. The Board reports entering a non-binding letter of intent on March 6, 2026, with a private company, and separately discloses having entered into a Merger Agreement with Car Tech. Regarding redemption mechanics, the filing states the Board estimates a per-share redemption price of approximately $12.1467 based on a trust and restricted investment account balance of $6,354,070 as of March 31, 2026, with a recorded Class A closing price of $12.01 that day. The filing discloses that the Sponsor controls approximately 92% of voting shares and guarantees passage, while the Board makes no recommendation on the proposal. The filing also specifies that public redemption requests must be submitted to Continental Stock Transfer & Trust Company by 5:00 p.m. ET on April 23, 2026. Why it matters: This extension shifts the liquidity horizon by 12 months, altering the immediate redemption deadline and capital trajectory. The filing indicates that administrative fees will continue accruing at $15,000 per month, and the Board’s neutral stance on the extension underscores unresolved execution risk despite the documented Car Tech and March 6, 2026 letter of intent references. By relying on the Sponsor’s 92% voting majority to guarantee passage, the filing removes public opposition as a viable path to force a May 1, 2026, liquidation at the reported $12.1467 floor. The Sponsor and officers further confirm they waive liquidation rights for founder shares if the company fails to close a deal, effectively compounding public investor exposure to ongoing fee burns, potential future redemptions, and the Board’s noted 1940 Act unregistered investment company classification risks until the new Extended Date.
What changed vs 2025-04-11deadline 2026-05-01 → 2027-05-03combination deadline1 moved
- Combination deadline
- 2026-05-012027-05-03
SpacBrain reads this as 367 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before May 3, 2027 (the “Redemption Date”) , and (iii) the redemption of shares in connection with a vote seeking to amend any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, formally disclosing under Item 5.02 the immediate resignation of William Campbell from the Board of Directors and all standing committees of AltEnergy Acquisition Corp. Per the filing, William Campbell submitted his resignation to the Board on April 09, 2026, vacating his roles on the Compensation, Corporate Governance, and Audit Committees with immediate effect. The registrant states the departure 'did not result from any disagreement with the Board on any matter related to the operations, policies, or practices of the Company.' No modifications to registered securities, exchange listings (OTC Pink Open Market), tickers (AEAEU, AEAE, AEAEW), common stock par value ($0.0001 per share), or warrant exercise price ($11.50 per share) are documented. The report is executed by Chief Executive Officer Russell Stidolph and dated April 10, 2026. Why it matters: Director turnover alters board quorum thresholds and committee oversight capacity, which directly impacts the sponsor's procedural runway ahead of redemption deadlines or extension votes. Because the submission exclusively addresses personnel changes and contains no references to target screening, financing arrangements, customer commitments, or litigation, it provides no forward-moving signal on deal progress. Investors relying on the mechanical cadence of trust preservation and shareholder approval timelines will note this filing maintains standard operating parameters while reducing board headcount, requiring subsequent appointments to fulfill statutory committee mandates.
What changed: A Form 8-K current report disclosing officer and director resignations, elections, and appointments pursuant to Item 5.02. On March 23, 2026, Director Michael Salvator and Chief Financial Officer Jonathan Darnell resigned effective immediately; the filing states their exits did not stem from any disagreement with the Board on operations, policies, or practices. On March 26, 2026, Andrew Schoff was elected as a director to the Audit and Compensation Committees, and Andrea Dobi was appointed as the new Chief Financial Officer. The trust value remains $12.162943689895185 per share, and the redemption deadline remains May 3, 2027. No target, merger progress, or extension was disclosed. Why it matters: The simultaneous departure of the CFO and a board member during the pre-deal 'SEARCHING' phase signals internal restructuring that places immediate responsibility for capital preservation and target identification onto a reorganized team. The registrant identifies Andrea Dobi as a Chief Operating Officer of AltEnergy, LLC who served as the Company’s Secretary since inception, indicating an internal promotion to lead financial operations and trust oversight. Andrew Schoff brings noted expertise in public equities, industrials, aerospace, defense, and macro landscapes from his roles at S3 Management LLC, Tide Point Capital, Harbor Watch Capital, Diamondback Capital, and Prudential Equity Group, as detailed in the filing. Because the SPAC holds $12.162943689895185 per share and faces a May 3, 2027 liquidation cutoff, shareholders must assess how this leadership pivot affects execution risk and the likelihood of completing a qualifying business combination before the deadline. The document contains no revenue figures, customer data, technology roadmaps, or litigation claims, leaving governance and timeline risk as the sole substantive takeaways.
What changed: Preliminary Proxy Statement (Schedule 14A) soliciting shareholder votes for a proposed one-year amendment to the Certificate of Incorporation to extend the business combination deadline, a proposal to adjourn the special meeting if necessary, and formal notice for a completely virtual special meeting of stockholders. The Board determined it would propose amending the Charter to shift the final deadline to consummate an initial business combination or liquidate from May 1, 2026, to May 3, 2027. The Company states public shareholders retain redemption rights tied to the aggregate Trust Account and restricted investment account balances at the time of the vote, requiring written requests to Continental Stock Transfer & Trust Company and electronic delivery via DTC by 5:00 p.m. Eastern Time on April [*], 2026. Management confirms the Sponsor owns approximately 92% of voting shares (5,500,000 Class A and 250,000 Class B common stock) and will vote in favor, guaranteeing approval. The Sponsor disclosed it waives liquidation rights for its founder shares but agreed to remain liable for third-party creditor claims that reduce the per-share Trust Account value below $10.20. The filing further states an affiliate will continue accruing $15,000 monthly under an administrative services agreement, and outlines a mechanism allowing the Sponsor to purchase public shares to limit redemptions, provided it complies with tender offer rules and waives redemption rights for acquired shares. Why it matters: The Board asserts the extension is operationally necessary because there will not be sufficient time before May 1, 2026, to finalize due diligence and execute a merger agreement. This materially delays the investor exit calendar while cementing Sponsor control through concentrated founder equity and warrant exposure. Management warns that prolonged reliance on short-term U.S. government treasury obligations increases regulatory risk, noting that regulators or courts could classify the entity as an unregistered investment company under the Investment Company Act of 1940, which would force liquidation and cause warrants to expire worthless. Additionally, the Company states it executed a non-binding letter of intent on March 6, 2026, targeting a private acquisition candidate identified as Car Tech, though it provides no assurances of consummation. Historical data provided by management notes the November 2, 2021 IPO priced units at $10.00 with $234,600,000 deposited in the Trust Account, alongside three prior extension-related redemptions totaling $222,365,779 (approximately $10.38 per share), $9,513,006.70 (approximately $11.33 per share), and $2,603,924.74 (approximately $11.73 per share). The Board identifies American Financial Group, Inc. as holding 500,000 shares representing 8% of outstanding common stock. Executive personnel listed include Chief Executive Officer Russell Stidolph and directors William Campbell, Kimberly Heimert, and Daniel Shribman.
What changed: Form 10-K annual report. As of December 31, 2025, the trust account holds $6,196,874. The business combination deadline was formally extended to May 1, 2026 pursuant to amendments approved at the April 23, 2025 special meeting. In connection with that extension, holders of 221,949 Class A shares exercised redemption rights, resulting in $2,603,924.73 paid from the trust. Remaining shares classified as subject to possible redemption dropped to 516,197. During 2025, the Sponsor advanced $1,465,000 via working capital commitment letters, bringing total outstanding Sponsor loan principal to $3,800,000 alongside $210,542 in accrued interest. The Company recognized $2,346,016 in excise tax liabilities related to prior redemptions and maintains an $8,050,000 deferred underwriting commission payable solely upon a completed business combination. Trading shifted to the OTC Pink Open Market after Nasdaq delisting, and management continues to cite substantial doubt regarding the company's ability to continue as a going concern. Why it matters: Documents confirm the trust value calculation stands at approximately $12.00 per share, preserving capital despite repeated redemptions. The extended timeline relies on previously secured board voting authority to issue one-month extensions, avoiding immediate stockholder ballots. Sponsor funding demonstrates active financial backing to sustain operations through the new deadline, though no target acquisition has been identified since the Nasdaq delisting. The substantial excise tax provision and ongoing deficit highlight the financial drag of maintaining a shell entity without operational revenue, reinforcing that liquidation proceeds to remaining shareholders would equal the current pro rata trust distribution minus taxes and dissolution costs.
What changed vs 2025-03-28trust $8.5M → $8.1M -6%shares 738K → 516K -30%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $8.5M$8.1M
- Redeemable shares
- 738K516K
- Combination deadline
- 2026-05-01 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $250Knot matched in this filing
SpacBrain reads this as $494,857 left the trust between the two filings.
The clause …“amounted to $ 13,355,589 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees payable (which are held in the Trust Account) and $ 705,589 of costs related to the Initial Public Offering. On”…
SpacBrain reads this as 221,949 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 516,197 and 738,146 shares subject to possible redemption) at December 31, 2025 and 2024, respectively 550 550 Class B common stock, $ 0.0001 par value,”…
The clause …“for third-party financing. The Company is required to complete an initial business combination on or prior to May 1, 2026 (unless such date is further extended by an amendment to the Company’s Certificate of Incorporation). If the”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We have until May 1, 2026, unless such date is further extended by an amendment to the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 10-Q Quarterly Report for the period ended September 30, 2025. Per the filing, 221,949 Class A shares were redeemed for $2,603,924.73 ($11.73 per share) in connection with the April 2025 extension vote, leaving 516,197 shares classified as temporary equity. Management discloses that the trust account holds $6,149,592 as of September 30, 2025, alongside $1,907 in operating cash and $100,331 deposited into a restricted account reserved for potential dissolution costs. According to the registrant's representation, the Amended and Restated Merger Agreement with Car Tech, LLC was terminated on June 16, 2025; management alleges the termination is invalid due to Car Tech's continuing breaches, while Car Tech's external counsel issued a letter on July 14, 2025, denying that contention. Post-period, the Sponsor advanced $40,000 on October 8, 2025, $40,000 on October 24, 2025, and $51,000 on November 5, 2025. The company also confirms OTC Pink trading following Nasdaq delisting on November 5, 2024, and records a $2,346,016 federal excise tax liability, $561,600 in accrued CFO consulting fees, and $495,000 in deferred administrative fees payable to a sponsor affiliate. Why it matters: The $2,603,924.73 redemption mechanically reduces the per-share trust distribution floor and depletes capital available for a future business combination. Management's going concern warning highlights insufficient funds to sustain operations through May 1, 2026, creating binary outcomes: a completed combination or mandatory liquidation where public shareholders receive the pro-rata trust balance, warrants expire worthless, and founder shares are waived. The contested Car Tech termination removes the sole advanced pipeline target, forcing management to restart sourcing while depending on sponsor working capital loans to service over $1 million in accrued professional and administrative obligations. The OTC Pink listing eliminates exchange-level liquidity and standard monitoring, increasing execution friction as the statutory combination window closes.
trust account, combination deadline, going-concern doubt +1nothing moved · 4 with no prior record of ours
- Trust account
- $8.1M · unchanged
- Combination deadline
- 2026-05-01 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 516K · unchanged
The clause …“amounted to $ 13,355,589 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees payable (held in the Trust Account) and $ 705,589 of costs related to the Initial Public Offering. On April 28,”…
The clause …“and Restated Certificate of Incorporation, unless the Company completes a business combination by May 1, 2026, the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve. These conditions”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 516,197 and 738,146 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively 550 550 Class B common stock, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit (Form 10-Q quarterly report). The Company discloses that the Combination Period deadline has been extended via board approvals through March 26, 2025, with final stockholder ratification on April 23, 2025 setting the expiration to May 1, 2026. As of June 30, 2025, management reports $6,095,270 remains in the Trust Account, equating to approximately $11.81 per share, while $16,825 is held outside for operational liquidity. During the reporting window, 221,949 public shares were redeemed for $2,603,924.73 at roughly $11.73 per share. Regarding deal progress, Car Tech communicated a termination of the Amended and Restated Merger Agreement via notice dated June 16, 2025; the Company responded June 18, 2025 asserting the termination is invalid due to alleged buyer breaches and formally reserved rights to pursue remedies. Sponsor conduct updates reflect an additional $455,000 advance drawn for working capital, raising the total Sponsor loan payable to $2,790,000, while the Chief Financial Officer’s consulting agreement continues to accrue $15,600 monthly. The Sponsor previously forfeited 4,000,000 private placement warrants on December 31, 2024. Furthermore, the Company confirms its securities were suspended and subsequently removed from Nasdaq listing on November 5, 2024 after failing to meet the October 28, 2024 business combination mandate, leaving them to trade over-the-counter. The filing also details a going concern qualification, a $2,346,016 excise tax liability accrual tied to historical redemptions, and $8,050,000 in deferred underwriting commissions contingent on a transaction close. Why it matters: Investors monitoring redemption mechanics must recognize the liquidation floor remains fixed at May 1, 2026, but the absolute capital pool has contracted to $6,095,270 following targeted extensions and public exits, directly limiting the per-share payout if dissolution occurs. The Car Tech termination severs the highest-probability path to a de-SPAC transaction, forcing management to restart target sourcing while quarterly operating burn ($1,321,100 for the six months ended June 30, 2025) and mandatory fee accruals are sustained entirely by debt from AltEnergy Acquisition Sponsor LLC rather than Trust yields. Management’s explicit going concern determination, paired with the prior Nasdaq delisting and the $2,346,016 excise tax provision, materially increases the statistical probability of a forced liquidation event absent immediate external financing. Consequently, the remaining 516,197 public shares face binary exposure: either a last-minute third-party transaction funded by fresh equity or working capital conversions, or pro rata distribution of the depleted trust balance subject to the $8,050,000 deferred underwriting liability waiver condition and dissolved entity costs.
What changed vs 2025-05-09trust $8.6M → $8.1M -7%shares 738K → 516K -30%trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $8.6M$8.1M
- Redeemable shares
- 738K516K
- Combination deadline
- 2026-05-01 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $584,335 left the trust between the two filings.
The clause …“amounted to $ 13,355,589 consisting of $ 4,600,000 of underwriting fees, $ 8,050,000 of deferred underwriting fees payable (which are held in the Trust Account) and $ 705,589 of costs related to the Initial Public Offering. On”…
SpacBrain reads this as 221,949 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 516,197 and 738,146 shares subject to possible redemption) at June 30, 2025 and December 31, 2024, respectively 550 550 Class B common stock, $ 0.0001 par”…
The clause …“and Restated Certificate of Incorporation, unless the Company completes a business combination by May 1, 2026, the Company will cease all operations, redeem the public shares and thereafter liquidate and dissolve. These conditions”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report under Item 1.02 disclosing the termination of the Amended and Restated Agreement and Plan of Merger with Car Tech, LLC, and the registrant's subsequent legal challenge to that termination. Car Tech, LLC issued a Termination Notice on June 16, 2025, terminating the February 14, 2025 merger agreement pursuant to Section 10.1(i) with immediate effect. In response, AltEnergy Acquisition Corp., through Chief Executive Officer Russell Stidolph on June 18, 2025, asserted that Car Tech's termination is invalid because Car Tech's 'previous and continuing breaches of certain key representations, warranties and covenants' materially contributed to missing the contractual Outside Date. The filing explicitly reserves all rights to pursue remedies under the Merger Agreement and at law. No provisions altering the trust account balance, shareholder redemption mechanics, or any extension vote were included. Why it matters: The termination eliminates the only announced business combination, returning the vehicle to its searching status while the existing redemption deadline of 2027-05-03 and the published trust value of $12.162943689895185 per share remain contractually intact. The dispute over whether Car Tech or the SPAC breached the agreement introduces litigation risk and potential administrative cost drag that could affect remaining trust value ahead of any eventual liquidation, redemption window, or extension solicitation. Investors should anticipate the absence of a near-term de-spacification close and prepare for a potential extension proposal or new target announcement if the sponsors seek to preserve warrant and founder economics.
What changed: a routine compliance exhibit (Form 10-Q quarterly report for the period ended March 31, 2025). According to the filing, stockholders approved an amendment on April 23, 2025 extending the business combination deadline to May 1, 2026. In connection with that vote, holders of 221,949 Class A shares redeemed their interests, prompting a payout of $2,603,924.73 (stated as approximately $11.73 per share) from the Trust Account by April 30, 2025. Management disclosed the Trust Account contained $8,634,335 as of March 31, 2025. The Board previously authorized six one-month extensions from November 2024 through March 2025 before granting this final annual extension. Additionally, the Company executed an Amended and Restated Merger Agreement with Car Tech, LLC on February 14, 2025, outlining acquisition consideration of $80,000,000 plus a $40,000,000 earn-out component, alongside 6,000,000 merger warrants. On the sponsor front, management reported the Sponsor forfeited 4,000,000 private placement warrants on December 31, 2024, while sponsor working capital loans outstanding climbed to $2,550,000 with $118,766 in accrued interest. The filing also confirms the company was delisted from Nasdaq in late 2024 for missing its initial combination window and now trades over-the-counter. Why it matters: Investors should evaluate the compressed timeline to the final May 1, 2026 deadline, as the board's authority to request monthly extensions has been fully exhausted, leaving redemption or liquidation imminent if the merger with Car Tech does not close. The trust balance post-redemption reflects reduced public float but carries a per-share theoretical value of roughly $11.70, though the company burned $808,853 in Q1 2025 operating expenses while relying on continuous sponsor lending to stay solvent. Management cited substantial doubt about continuing as a going concern for the next twelve months. The proposed deal structure introduces a $40,000,000 earn-out and warrants that may alter post-combination equity stakes, while ongoing accounting material weaknesses and internal control deficiencies could complicate SEC review and closing conditions.
What changed vs 2024-11-14trust $8.5M → $8.6M +2%deadline 2025-05-02 → 2026-05-01trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $8.5M$8.6M
- Combination deadline
- 2025-05-022026-05-01
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 738K · unchanged
SpacBrain reads this as $141,067 was added to the trust between the two filings.
The clause …“(Restricted) 102,283 101,511 Total Current Assets 156,268 200,159 Investments held in the Trust Account 8,634,335 8,544,857 Total Assets $ 8,790,603 $ 8,745,016 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’”…
SpacBrain reads this as 364 days later than the previous record.
The clause …“and Restated Certificate of Incorporation, unless the Company completes a business combination by May 1, 2026, as extended by six one-month extensions and one one-year extension at the election of the Company’s Board of Directors”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 738,146 shares subject to possible redemption) at March 31, 2025 and December 31, 2024, respectively 550 550 Class B common stock, $ 0.0001 par value,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report filed by AltEnergy Acquisition Corp. disclosing the results of a special stockholder meeting, the approval of a Certificate of Incorporation amendment extending the business combination deadline, and the resulting trust account redemptions. According to the filing, at a special meeting held on April 23, 2025, stockholders approved a proposal to extend the deadline to complete a business combination or liquidate from May 2, 2025, to May 1, 2026. The company states it filed the corresponding Third Amendment to the Amended and Restated Certificate of Incorporation with Delaware on April 25, 2025. In connection with the extension, the filing reports that 221,949 Class A Shares were redeemed, requiring $2,603,924.74 (stated as approximately $11.73 per share) to be removed from the Trust Account. Voting records cited in the report show 5,831,634 shares voted for, 3 against, and 0 abstaining, representing approximately 89.9% of the 6,488,146 total Common Stock shares outstanding as of the March 5, 2024 record date (composed of 6,238,146 Class A Shares and 250,000 Class B Shares). Why it matters: The extension, per the registrant's disclosures, resets the mandatory liquidation and full redemption trigger window to May 1, 2026, granting the sponsor twelve additional months to finalize a target without triggering default. The explicit withdrawal of $2,603,924.74 permanently reduces the Trust Account balance, altering the pro rata cash availability for the remaining Class A shareholders upon any future dissolution or business combination. The filing further notes the original IPO closed on November 2, 2021, and identifies the registered warrant exercise price at $11.50, anchoring the derivative conversion mechanics for ongoing trades. Chief Executive Officer Russell Stidolph signed the April 25, 2025 amendment, formally attesting to the sponsor's execution of the revised timeline and covenant modifications.
What changed: Form 8-K Current Report (Item 4.01) announcing the resignation of independent registered public accounting firm Marcum LLP and the appointment of CBIZ CPAs P.C. as successor auditor. On April 14, 2025, Marcum LLP formally notified the Company of its resignation. This change follows CBIZ CPAs P.C.'s November 1, 2024 acquisition of Marcum’s attest business. On April 15, 2025, the Board’s Audit Committee approved and engaged CBIZ effective immediately as the independent auditor for the fiscal year ending December 31, 2025. Why it matters: This filing identifies itself as a routine compliance submission documenting an auditor transition, yet it carries direct, adverse implications for the SPAC’s redemption calendar, trust preservation, and sponsor execution risk. Per the Company’s disclosures, management acknowledged that Marcum’s audit reports for the years ended December 31, 2023 and December 31, 2024 contained a “going concern” qualification because it was “uncertain that the Company would be able to consummate an initial business combination prior to the then deadline in the Company’s Certificate of Incorporation.” Consummation failure would trigger mandatory liquidation and potential shareholder redemptions. Regarding sponsor conduct and financial controls, management reported historical material weaknesses that prompted restatements of the 2022 Annual Report on Form 10-K and the 2023 Quarterly Reports on Form 10-Q (for periods ending March 31, June 30, and September 30). Specifically, management identified (1) faulty accounting for complex financial instruments and warrant liabilities; (2) a failure to properly record capital contributions and costs tied to non-redemption agreements negotiated with certain stockholders at a special meeting on April 28, 2023; and (3) contractual liability errors regarding consulting fees paid to the chief financial officer. The filing further notes in its securities schedule that each whole warrant carries an exercise price of $11.50 per share. While the Company confirmed no pre-transition consultations with CBIZ on accounting matters, Marcum authorized full access to address these reportable events.
What changed: Definitive Proxy Statement (DEF 14A) for a Special Meeting of Stockholders. According to the Company’s Board of Directors, the proxy statement proposes amending the Charter to extend the deadline to consummate an initial business combination or redeem public shares from May 2, 2025, to May 1, 2026. The Company states that the Trust Account and restricted investment account held $8,631,407.25 as of April 7, 2025, which supports an estimated per-share redemption price of approximately $11.69 at the time of the April 23, 2025 Special Meeting. Management indicates the extension supports the pending Business Combination with Car Tech, LLC, governed by an Amended and Restated Merger Agreement dated February 14, 2025. The Sponsor asserts it owns approximately 78% of voting shares and will vote in favor, guaranteeing approval. Public stockholders seeking redemption must submit a written request and deliver shares to Continental Stock Transfer & Trust Company before 5:00 p.m., Eastern Time, on April 21, 2025. Why it matters: This filing materially reconfigures the redemption calendar and confirms trust contraction relative to the $234,600,000 initially deposited. The Company advises that withdrawal of redemption funds will reduce remaining trust balances, potentially requiring additional capital for the Car Tech transaction, though management provides 'no assurance' such funds will be available. The proxy attributes specific compensatory obligations that will consume post-combination resources: an affiliate of the Sponsor will continue accruing $15,000 per month for administrative services, and the Chief Financial Officer’s compensation was amended on January 1, 2023, to accrue 100% of a $15,600 monthly consulting fee payable solely upon closing. Regarding strategic and regulatory posture, the Company notes its securities were delisted from Nasdaq on November 5, 2024, and now trade on the OTC Markets, exposing them to penny stock rules and state-level sales restrictions. The Board acknowledges uncertainty around whether the Company violates the Investment Company Act of 1940 following the SEC’s SPAC Final Rules, which could trigger forced liquidation. The Company further cites potential exposure to a 1% federal excise tax on redemptions under the Inflation Reduction Act and notes warrants will expire worthless if the combination fails. All factual assertions regarding timelines, balances, voting thresholds, compensatory structures, and regulatory risks are derived exclusively from statements made by the Registrant, the Board of Directors, and the Sponsor within this definitive proxy solicitation.
What changed vs 2024-03-27deadline 2025-05-02 → 2026-05-01combination deadline1 moved
- Combination deadline
- 2025-05-022026-05-01
SpacBrain reads this as 364 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before May 1, 2026 (the Redemption Date) , and (iii) the redemption of shares in connection with a vote seeking to amend any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary Proxy Statement (PRER14A), Amendment No. 1, soliciting stockholder votes at a virtual Special Meeting of AltEnergy Acquisition Corp. The Company proposes amending its Charter to extend the deadline to consummate an initial business combination or cease operations from May 2, 2025 to May 1, 2026. Public stockholders may elect to redeem Class A Common Stock for cash prior to the vote; written redemption requests must be delivered to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on April 21, 2025. The Company states that based on the Trust Account and restricted investment account balance as of March 31, 2025, which was $[*], and estimated interest/taxes, the per-share redemption price will be approximately $[*] at the time of the meeting. The closing price of a share on March 31, 2025, was $11.72. The Board makes no recommendation regarding the extension. The Sponsor, controlling approximately 78% of the voting shares (5,750,000 shares, comprising 5,500,000 Class A and 250,000 Class B Common Stock), will vote in favor of the extension, ensuring its approval regardless of public stockholder action. The filing confirms the securities were suspended from Nasdaq trading on November 5, 2024, and currently trade on the OTC Markets. Why it matters: This filing materially rewrites the SPAC’s liquidation clock, overriding the May 2, 2025 dissolution deadline and preserving the Trust Account to fund the previously announced merger with Car Tech, LLC under an Amended and Restated Merger Agreement dated February 14, 2025. The extension mechanics permit redemptions regardless of how shareholders vote on the proposal, meaning the remaining trust pool—originally $234,600,000 at IPO, reduced by prior redemptions of $222,365,779 (approximately $10.38 per share) in April 2023 and $9,513,007 (approximately $11.33 per share) in April 2024—may shrink further depending on tender volumes. The filing discloses ongoing sponsor-aligned financial obligations: an affiliate accrues $15,000 per month for administrative services, while the Chief Financial Officer’s $15,600 monthly consulting fee is fully accrued since January 1, 2023 and payable solely upon business combination closure. The Board warns of multiple execution and regulatory risks: potential classification as an unregistered investment company under SEC SPAC Final Rules effective July 1, 2024; possible CFIUS review complications stemming from Car Tech’s non-U.S. person ownership; and exposure to a 1% federal excise tax on redemptions under the Inflation Reduction Act. Because the Company cannot assure market liquidity on the OTC Markets and notes penny stock rule trading restrictions, public holders face illiquidity risk even if secondary market prices exceed the estimated $[*] redemption floor. The Sponsor has agreed to waive liquidating distributions for converted Founder Shares, bears contractual liability to replenish the Trust Account if third-party claims reduce it below the lesser of $10.20 per public share or the actual per-share balance, and retains the right to purchase public shares outside the redemption window to suppress redemptions, subject to tender offer rules. Investors must evaluate these structural backstops and sponsor incentives against the Board’s explicit neutrality and the target’s undisclosed commercial fundamentals.
What changed: SEC Division of Corporation Finance correspondence acknowledging review of a Preliminary Proxy Statement on Schedule 14A. No merger terms, redemption deadlines, trust mechanisms, or extension provisions were altered. The SEC staff merely confirms completion of review of the company’s March 28, 2025 preliminary proxy filing and reiterates that AltEnergy Acquisition Corp and its management retain full responsibility for disclosure accuracy and adequacy. Why it matters: This administrative note confirms the business combination proposal has advanced to the SEC review stage, which typically precedes shareholder mailing, record date establishment, and the opening of redemption windows. Because the correspondence contains no substantive feedback, valuation discussions, target identifiers, or regulatory concerns, it indicates no immediate friction between the sponsor and Commission staff. Redemption mechanics, pro forma capitalization, sponsor lock-ups, and vote thresholds remain entirely undisclosed until the full proxy package is circulated.
What changed: This document is an SEC correspondence (CORRESP) from AltEnergy Acquisition Corp’s counsel at Morrison Cohen LLP, formally responding to a Division of Corporation Finance comment letter regarding the company’s preliminary proxy statement on Schedule 14A. The filing does not modify the stated trust value or extension deadline, but it materially restructures the regulatory and listing environment surrounding redemption windows and deal execution. Why it matters: Beyond the mechanical and regulatory adjustments, the filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or active litigation. Personnel references are limited to CEO Russell Stidolph receiving the initial Staff correspondence and counsel Jack Levy executing the response, with administrative cc to Anthony Saur. The operational substance is confined to compliance amendments: page 12 was conformed to the Form S-4 filed February 14, 2025 (resolving a page 99 discrepancy), and two new risk factors now dictate shareholder exit parameters.
What changed: SEC comment letter regarding a Preliminary Proxy Statement on Schedule 14A. This document is a Division of Corporation Finance Office of Manufacturing SEC comment letter regarding the Preliminary Proxy Statement on Schedule 14A. Regarding mechanics: The SEC staff notes the SPAC’s securities have been delisted from The Nasdaq Stock Market due to failure to timely consummate a business combination within 36 months of IPO effectiveness. Why it matters: Delisting triggers potential penny stock designation, reduced liquidity, and diminished appeal as a merger partner, constraining shareholder redemption pathways and deal execution timelines. Explicit liquidation warnings highlight direct exposure of trust capital and warrant holders if CFIUS or similar reviews stall or block the transaction. Sponsor nationality/ties scrutiny suggests possible foreign ownership complexities that could deter targets or invite regulatory hurdles, while the ten-business-day response clock pressures management to quickly align disclosures before shareholder votes.
What changed: A preliminary proxy statement (Schedule 14A) convening a special meeting of stockholders to solicit votes on a charter amendment extending the business combination deadline and a related adjournment proposal. The filing states the Board proposes extending the mandatory business combination or liquidation date from May 2, 2025, to May 1, 2026. It mandates that public stockholders demanding redemption must submit written requests and deliver shares to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on April 21, 2025. The proxy attributes the extension to insufficient time to satisfy closing conditions for the merger with Car Tech, LLC, referencing the Amended and Restated Merger Agreement dated February 14, 2025. It confirms the Sponsor owns approximately 78% of voting shares (5,750,000 aggregate), which the Board states guarantees the proposal’s adoption regardless of public voting. The document cites historical redemptions of 21,422,522 shares for $222,365,779 (approximately $10.38 per share) in 2023, and 839,332 shares for $9,513,007 (approximately $11.33 per share) in 2024. It notes post-meeting administrative accruals of $15,000 per month will continue, and CFO compensation accrues at $15,600 per month payable solely upon business combination closing. Trust balances and per-share estimates are redacted as $[*]. Why it matters: This filing materializes a hard April 21, 2025, operational window for cash redemptions, structurally separating redemption demands from the subsequent vote. Because the Sponsor controls approximately 78% of the voting power, the extension will proceed irrespective of shareholder opposition, leaving non-redeeming investors exposed to extended trust depletion risk, recurring monthly administrative fees, and continued reliance on the stalled Car Tech transaction. The Company explicitly warns that prolonged treasury holdings increase regulatory risk under the SEC’s Investment Company Act final rules, and highlights potential excise tax liabilities under the Inflation Reduction Act. Deal progress reflects execution delays rather than commercial or valuation developments, meaning retention carries purely mechanical and timeline-based downside without updated target fundamentals.
What changed: Form 10-K Annual Report for the fiscal year ended December 31, 2024, filed on March 28, 2025. According to the filing, the Company has extended its initial business combination deadline to May 2, 2025, following six consecutive monthly extensions approved by the Board through March 26, 2025, with a special meeting scheduled for April 23, 2025, to propose a further extension to May 1, 2026. The filing discloses an amended and restated merger agreement executed on February 14, 2025, with Car Tech, LLC, which sets an aggregate consideration of $120,000,000 ($80,000,000 plus a $40,000,000 earn-out) and issues 6,000,000 merger consideration warrants. According to the filing's disclosure, on December 31, 2024, the Sponsor forfeited 4,000,000 private placement warrants for no consideration. As of December 31, 2024, the filing reports $8,544,857 held in the Trust Account, representing approximately $11.58 per share. Per the filing, Nasdaq delisting occurred on November 5, 2024, transferring trading to the OTC Pink Open Market, and management states that previously identified material weaknesses in internal controls over financial reporting have not been remediated as of December 31, 2024. Why it matters: The approaching May 2, 2025 combination deadline, contingent on an April 23, 2025 shareholder vote for a May 1, 2026 extension, directly governs the timing of redemptions or a forced liquidation event under Delaware law. The merger’s $14.00 and $18.00 share price forfeiture triggers on 4,000,000 earn-out shares held by both the Sponsor and Car Tech members create immediate post-close dilution and vesting dynamics that public shareholders must monitor. The voluntary forfeiture of 4,000,000 private placement warrants by the Sponsor alters the warrant liability landscape and reduces future equity dilution, while the stated going concern qualification underscores management’s acknowledgment that failure to secure the next extension or close the Car Tech transaction before the current deadline will trigger mandatory trust account distributions. Nasdaq delisting and unremediated control weaknesses heighten operational and compliance risks ahead of the proposed transaction.
What changed vs 2024-04-16trust $17.6M → $8.5M -51%deadline 2025-05-02 → 2026-05-01shares 1.58M → 738K -53%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $17.6M$8.5M
- Combination deadline
- 2025-05-022026-05-01
- Redeemable shares
- 1.58M738K
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $250K · unchanged
- Mandate language
- we intend to focus our search for an initial business combin…not matched in this filing
SpacBrain reads this as $9,046,679 left the trust between the two filings.
The clause …“for trading 101,511 108,610 Total Current Assets 200,159 360,609 Investments held in the Trust Account 8,544,857 17,591,536 Total Assets $ 8,745,016 $ 17,952,145 LIABILITIES, COMMON STOCK POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT”…
SpacBrain reads this as 364 days later than the previous record.
The clause …“is required to complete an initial business combination from May 2, 2025 to May 1, 2026. F- 29 Table of Contents AltEnergy Acquisition Corp. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.”…
SpacBrain reads this as 839,332 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 738,146 and 1,577,478 shares subject to possible redemption) at December 31, 2024 and 2023, respectively 550 550 Class B common stock, $ 0.0001 par value,”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We have until May 2, 2025, unless such date is further extended by an amendment to the”…
The clause …“of the Initial Public Offering. As of November 2, 2021, there was $ 250,000 outstanding under the Promissory Note. On November 3, 2021, the Promissory Note was paid down in its entirety by the Company. General and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K (Current Report) notifying stockholders of the Board's approval of the Sixth Optional Extension of the initial business combination deadline. The registrant reports that on March 26, 2025, its Board formally approved moving the deadline to complete a business combination from April 2, 2025, to May 2, 2025. This action executes the sixth monthly extension permitted under the Company's Amended and Restated Certificate of Incorporation. At a special meeting on April 16, 2024, stockholders previously authorized the Board to use its discretion to extend the deadline up to six times by one month each, requiring only two days' advance notice and no further shareholder votes. Why it matters: This filing signals that the Board has exhausted its unilateral charter authority to delay dissolution. Consequently, May 2, 2025, stands as the contractual hard stop for operations; failure to consummate a merger or secure further stockholder approval by that date will trigger mandatory winding up and the redemption of all outstanding Class A Shares. The extension mechanism invoked here relies on existing charter provisions rather than fresh capital contributions or trust top-ups, meaning the extension event itself does not mechanically alter the per-share trust balance. Registered instrument terms remain static: Units consist of one Class A share and one-half of one Warrant; the warrant exercise price is fixed at $11.50 per share; and all listed securities continue trading on the OTC Pink Open Market.
What changed: A Delisting Determination and official notice from The Nasdaq Stock Market, LLC regarding the removal of AltEnergy Acquisition Corp. securities from the Exchange. Nasdaq Staff determined the Company no longer qualifies for listing under Listing Rule 5250(c)(1). The Company was notified of this determination on October 29, 2024. The Company did not file an appeal. The Company securities were suspended on November 5, 2024, at which point the Staff determination became final. The Exchange will remove the securities effective at the opening of the trading session on March 31, 2025. The filing does not explicitly modify trust account terms or the business combination deadline, but delisting severs primary exchange trading, which typically forces alternative redemption mechanics, eliminates standard secondary market liquidity, and pressures the sponsor to accelerate deal progress or initiate trust distribution procedures. Why it matters: Exchange delisting removes standard shareholder trading access and complicates traditional redemption execution, often triggering sponsor capital obligations or charter amendments regarding extensions and liquidation triggers. Because Nasdaq Staff finalized the determination on November 5, 2024, and the Company declined an appeal, relisting is unlikely without a new listing application or completed merger. Investors tracking redemption deadlines, trust value preservation, extension votes, acquisition milestones, and sponsor fiduciary conduct should monitor for subsequent disclosures detailing how the Trust Account will be administered post-suspension, whether the sponsor will fund operating expenses to extend the timeline, and what alternative transfer mechanisms will replace Nasdaq-based share processing ahead of any remaining combination window.
What changed: A Form 8-K current report under Item 8.01 ('Other Events') submitted by AltEnergy Acquisition Corp. to provide formal written notice to stockholders of the Board of Directors' approval of a one-month extension to the deadline for consummating an initial business combination. According to the filing, the Board approved the 'Fifth Optional Extension' on February 25, 2025, moving the business combination deadline from March 2, 2025, to April 2, 2025. The registrant states that identical monthly extensions were previously approved on October 30, 2024, November 25, 2024, December 20, 2024, January 28, 2025, and February 25, 2025. The Board exercised this authority without a separate stockholder vote, relying on amendment language adopted at an April 16, 2024 special meeting. Chief Executive Officer Russell Stidolph executed the notice on February 26, 2025. No acquisition target, merger agreement, or shareholder redemption volume is disclosed in the report. Why it matters: The filing confirms the company remains in an active SEARCHING phase with zero operational revenue, customer relationships, or technology disclosures. By exercising consecutive board-level extensions without shareholder ratification, the sponsor retains maximum timeline flexibility through the amended framework, though public investors face ongoing capital preservation risks if trust interest fails to offset extension fees before the ultimate liquidation cutoff of May 2, 2027. The trust value is monitored at $12.162943689895185 per share, while equity instruments remain listed OTC Pink under symbols AEAE, AEAEU, and AEAEW. Warrants retain their documented $11.50 exercise price for one share of Class A common stock with a $0.0001 par value. The entity classifies itself as an Emerging Growth Company and has formally elected not to utilize the extended transition period for new financial accounting standards.
What changed: A Form 8-K Current Report filed pursuant to Rule 425 under the Securities Act, containing an Amended and Restated Agreement and Plan of Merger and related ancillary agreements (including lock-up, support, and contribution/exchange agreements) governing the proposed business combination between AltEnergy Acquisition Corp. and Car Tech, LLC. Per the Amended and Restated Agreement and Plan of Merger filed by AltEnergy Acquisition Corp., the parties replaced the prior condition requiring $50,000,000 in PIPE financing with a condition to secure Transaction Financing reasonably acceptable to the parties, backed by a guaranty from Shinyoung Co., Ltd. The Merger Agreement specifies that merger consideration now provides for a Closing Share Consideration of $80,000,000 and an Earn Out Consideration of $40,000,000, calculated via division by ten dollars ($10.00) per share, plus six million (6,000,000) Merger Warrants exercisable at $11.50 per share. The parties set the outside date as May 2, 2025, with a provision for a single mutual extension of 30 days. As stated in Section 5.12 of the Merger Agreement regarding the Trust Account, the balance was $8,493,268 as of September 30, 2024. Regarding governance, the agreement allocates a seven-member board, with Car Tech appointing five directors and the Sponsor appointing two. Per the Lock-Up Agreements referenced in the filing, 4,000,000 shares each to the Sponsor and Car Tech unit holders are subject to forfeiture if equity values do not hit $14.00 per share within five years or $18.00 per share within ten years. Finally, the agreement requires the Sponsor to surrender 250,000 shares of Class B Common Stock to Car Tech at closing. Why it matters: According to the disclosure statements within the 425 filing, removing the standalone PIPE condition shifts capital-raising reliance toward affiliated guarantors, altering credit risk exposure for public stockholders. Per the Merger Agreement’s earn-out and lock-up provisions, tying $40,000,000 in consideration to long-duration, price-contingent vesting schedules ($14.00 and $18.00 thresholds over five and ten years, respectively) fundamentally changes the upside profile for insiders, making liquidity dependent on sustained market valuation rather than upfront cash value. As noted in the termination and proxy sections, the May 2, 2025 window extends timelines for shareholder votes and Nasdaq approvals, which may shift redemption calculations relative to the disclosed trust balance of $8,493,268. Furthermore, AltEnergy represents that issuing 6,000,000 warrants at $11.50 exercise prices and conditioning earn-out share delivery on registration effectiveness introduces future dilution pathways. These structural changes redefine post-combination capitalization tables and sponsor conduct expectations, as detailed in the exhibit descriptions.
pipe, outside datenothing moved · 2 with no prior record of ours
- PIPE
- not previously extracted$50.0M
- Outside date
- 2025-05-02 · unchanged
The clause …“in the form of Merger Warrants and remove a requirement to obtain $50,000,000 in PIPE financing as a condition to closing. The disclosure below updates the disclosure provided with respect to the Original Merger Agreement in”…
The clause …“contemplated by this Agreement shall not have occurred on or before May 2, 2025 (the Outside Date ); provided, however, that the Parties may mutually agree in writing to extend the Outside Date by 30 days on a one-time”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Current Report on Form 8-K disclosing the execution and filing of an Amended and Restated Agreement and Plan of Merger that entirely restates the Original Merger Agreement dated February 21, 2024. Per the filed Merger Agreement, the Registrant has eliminated the prior condition requiring $50,000,000 in PIPE financing and replaced it with an additional $40,000,000 Earn Out Consideration alongside six million (6,000,000) new Merger Warrants exercisable at $11.50 per share. The disclosure establishes an Outside Date of May 2, 2025, permitting a single mutual 30-day extension. Under the Non-Redemption Agreements referenced in the filing, the Sponsor must forfeit 250,000 shares of Parent Class B Common Stock to the Company for no consideration prior to closing, and the Registrant must issue 250,000 shares of Parent Class A Common Stock to designated unaffiliated third parties. The attached Lock-Up Agreements stipulate that 4,000,000 Sponsor Earn Out Shares and 4,000,000 Company Member Earn Out Shares face automatic cancellation unless the closing price of Parent Common Stock reaches $14.00 or $18.00 over specified consecutive trading windows. Section 5.12 states the Registrant represents that $8,493,268 was held in the Trust Account as of September 30, 2024. Shinyoung Co., Ltd. is contractually bound to submit a Bank of Korea notice filing, contribute conversion indebtedness in exchange for Company Units, and guarantee any Transaction Financing. Why it matters: The disclosure materially reshapes deal mechanics by removing the $50,000,000 PIPE financing barrier, which increases closing probability but introduces dilutive warrant exposure and performance-contingent equity releases. The hard May 2, 2025 expiration compresses the timeframe for proxy solicitation, SEC declaration of effectiveness, and regulatory clearances, directly dictating when redemption notices must be submitted and processed. The mandated 250,000-share sponsor forfeiture and the binary $14.00/$18.00 earn-out forfeiture mechanisms transfer downside risk away from public holders and tightly couple target and sponsor economics to specific price milestones. The documented Trust Account balance of $8,493,268 establishes the definitive ceiling for pro-rata redemption payouts without importing conventional trust valuations. The seven-member post-merger board structure (five appointed by Car Tech, two by the Sponsor) formalizes control distribution. These contractual amendments redefine valuation expectations, closing feasibility, and the practical window for shareholder redemption decisions.
outside date1 moved
- Outside date
- 2024-10-312025-05-02
SpacBrain reads this as 183 days later than the previous record.
The clause …“contemplated by this Agreement shall not have occurred on or before May 2, 2025 (the Outside Date ); provided, however, that the Parties may mutually agree in writing to extend the Outside Date by 30 days on a one-time”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is Amendment No. 1 to Form S-4 Registration Statement containing a Preliminary Proxy Statement/Prospectus that announces an Amended and Restated Agreement and Plan of Merger dated February 14, 2025, proposing a business combination between AltEnergy Acquisition Corp. and Car Tech, LLC. According to the filing, the transaction mechanics have been updated to specify a Closing Share Consideration of eighty million dollars ($80,000,000) plus a forty million dollar ($40,000,000) Earn Out Consideration paid in shares calculated using a deemed value of ten dollars ($10.00) each, plus six million (6,000,000) Merger Warrants. The Board has set an outside date of May 2, 2025. The Sponsor and Car Tech members executed new Support Agreements and Lock-up Agreements, stipulating that four million (4,000,000) Sponsor Earn Out Shares and four million (4,000,000) Company Member Earnout Shares are subject to forfeiture if stock price triggers of fourteen dollars ($14.00) or eighteen dollars ($18.00) are not achieved within five or ten years. Shinyoung Co., Ltd. agreed to execute a guaranty and contributed indebtedness in exchange for units. As of September 30, 2024, the Trust Account held eight million four hundred ninety-three thousand two hundred sixty-eight dollars ($8,493,268), representing approximately eleven dollars and fifty-one cents ($11.51) per share. Why it matters: These revised terms materially reshape shareholder economics, earnout contingencies, and post-closing dilution directly ahead of the redemption window. Per management's disclosures, the target operates as a U.S. manufacturer of auto body parts aiming to be a leading global automotive parts supplier, currently acting as a Tier 1 direct supplier to OEMs including BMW, Volvo, Volkswagen, Mercedes Benz, and Nissan through relationships with Voestalpine, Gestamp, and Unipres. Financial data provided by Car Tech shows nine-month 2024 revenues of forty-seven million nine hundred sixteen thousand three hundred fifty-four dollars ($47,916,354) with a net loss of three million three hundred fifty-two thousand five hundred thirty-three dollars ($3,352,533), while 2023 full-year revenues reached sixty-one million five hundred sixty-eight thousand one hundred seven dollars ($61,568,107) against a net loss of three million nine hundred fifty-eight thousand six hundred seventy-five dollars ($3,958,675). The strategy centers on leveraging a state-of-the-art Opelika, Alabama facility that has received over thirteen zero million dollar ($130,000,000) in investments since 2016, backed by a perpetual know-how license from parent entity Shinyoung (holding a 78.32% stake). Auditors Marcum LLP and Adeptus Partners, LLC independently reported substantial doubt regarding going concern status due to working capital deficits and internal control material weaknesses. Investors must evaluate these operational and liquidity risks alongside the explicit acknowledgment by AltEnergy’s Board and Sponsor that personal and financial interests could incentivize proceeding with the combination despite potential redemptions.
outside date1 moved
- Outside date
- 2024-10-312025-05-02
SpacBrain reads this as 183 days later than the previous record.
The clause …“contemplated by this Agreement shall not have occurred on or before May 2, 2025 (the “ Outside Date ”); provided, however, that the Parties may mutually agree in writing to extend the Outside Date by 30 days on a one-time”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, reporting events under Item 8.01 ('Other Events'). According to the filing, on January 28, 2025, the Board approved an extension of the date by which AltEnergy Acquisition Corp. is required to complete an initial business combination from February 2, 2025 to March 2, 2025. This constitutes the 'Fourth Optional Extension' of the combination deadline. The filing notes that this action follows three prior board-approved extensions that moved the deadline to December 2, 2024; January 2, 2025; and February 2, 2025. Pursuant to an amendment approved by stockholders on April 16, 2024, the Board retains unilateral authority to extend the combination deadline up to six additional times by one month each, contingent only on providing two days' advance notice prior to each applicable deadline. Why it matters: Mechanically, the extension postpones the mandatory cessation of operations and the associated redemption of all Class A Shares originally sold in the November 2, 2021 initial public offering. By pushing the liquidation trigger forward by one calendar month, the sponsor keeps funds in the trust and preserves the outstanding period for publicly traded warrants—each exercisable for one share of Class A common stock at an $11.50 exercise price. Beyond the extension mechanics, the document serves as a routine disclosure containing corporate identifiers: the registrant is a Delaware corporation with IRS Number 86-2157013 and Commission File Number 001-40984, classified under Standard Industrial Classification 3714 (Motor Vehicle Parts & Accessories). The filing lists principal executive offices at 600 Lexington Avenue, 9th Floor, New York, NY 10022, while the EDGAR index records a business and mailing address at 137 Rowayton Avenue, Suite 400, Rowayton, CT 06853. Chief Executive Officer Russell Stidolph signed the report on January 29, 2025. The filing contains no information regarding a specific target business, deal negotiation progress, revenue projections, or customer disclosures.
What changed: Form 4 — insider ownership report. This document is a Form 4 — insider ownership report. It discloses that reporting persons Stidolph Russell Monoki (director, Chief Executive Officer, 10% owner) and AltEnergy Acquisition Sponsor LLC (10% owner) submitted no non-derivative transactions or holdings updates. Consequently, there are no shifts in insider equity concentration, capital calls, or block trade executions that would alter redemption calendar sequencing, trust accounting triggers, extension voting mechanics, or target deal progress. The filing makes no claims regarding customer contracts, revenue streams, addressable markets, corporate strategy, proprietary technology, commercial partnerships, pending litigation, or executive appointments outside the pre-existing director and officer designations listed. Why it matters: For investors monitoring SPAC operational mechanics, the zero-transaction disclosure confirms that neither the Chief Executive Officer nor the 10% sponsor entity has adjusted their economic stance or initiated liquidity events. Because the Securities and Exchange Commission record shows no insider buys, sells, or derivative exercises, redemption deadlines proceed unmodified, trust distribution formulas require no recalculation, and the search phase continues without insider-backed catalysts or resistance. The filing establishes a static compliance baseline rather than driving near-term structural changes.
What changed: Form 8-K Current Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 notifying stockholders of a board-approved corporate deadline extension. The filing states that on December 20, 2024, the Board of Directors approved the 'Third Optional Extension,' advancing the mandatory completion deadline for an initial business combination from January 2, 2025 to February 2, 2025. This follows two prior extensions: the 'First Optional Extension' approved October 30, 2024 (to December 2, 2025) and the 'Second Optional Extension' approved November 25, 2024 (to January 2, 2025). Each extension was executed under authority previously granted by stockholders on April 16, 2024, which permits the Board to issue up to six one-month extensions without a separate shareholder vote, requiring only two days' advance notice and capping extensions at May 2, 2025. Chief Executive Officer Russell Stidolph signed and submitted the notice on December 23, 2024. Why it matters: Mechanics & Redemption Calendar: The extension postpones the trust liquidation and redemption trigger to February 2, 2025, preserving investor capital and preventing a forced wind-up while the sponsor continues its search. No cash contributions, trust adjustments, or redemption pricing are disclosed in this document. Deal Progress & Sponsor Conduct: The filing confirms the registrant remains in a pre-merger search phase with no executed transaction, pipeline disclosure, or target naming. All actions adhere to the April 2024 charter amendment framework, indicating routine sponsor administration rather than ad hoc rule changes. Security Terms: Class A common stock retains a par value of $0.0001 per share. Whole warrants maintain an exercise price of $11.50. Units consist of one Class A share and one-half of one warrant. Substance & Other Claims: Beyond procedural notices, corporate identifiers, and registered addresses (600 Lexington Avenue, 9th Floor, New York, NY for executive offices; 137 Rowayton Avenue, Suite 400, Rowayton, CT for mailing/business), the filing contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive departures/additions. Trust account per-share value and specific funding mechanics are not referenced.
What changed: A Form 8-K Current Report (Item 8.01 - Other Events) functioning as a formal notice from AltEnergy Acquisition Corp. to its stockholders announcing a unilateral board approval extending the company’s deadline to complete an initial business combination. According to the filing, the Board of Directors approved moving the business combination deadline from December 2, 2024 to January 2, 2025. The Board acted under the amendment to the Certificate of Incorporation ratified by stockholders on April 16, 2024, which authorizes the Board to extend the period up to six times, by one month each time, upon two days’ advance notice, through May 2, 2025. The registrant reports no modifications to redemption procedures, trust account distributions, or the $0.0001 par value per share. Why it matters: Because the Board pushed the termination window to January 2, 2025, shareholders now possess a definitive timeline to evaluate holding versus selling or preparing for redemption. Chief Executive Officer Russell Stidolph, who executed the notice, confirmed the extension allows the search to continue without convening another stockholder vote. The filing contains no disclosures regarding customer contracts, revenue streams, technology pipelines, or partnership negotiations, indicating the extension reflects administrative runway rather than deal progression. Furthermore, the document reconfirms that whole warrants trade exercisable for one share of Class A common stock at an exercise price of $11.50. For investors monitoring the redemption calendar, this means capital remains locked until the January 2, 2025 date; failure to close a merger or similar transaction by that deadline compels the Company to cease operations (except for winding up), redeem all Class A Shares from the November 2, 2021 IPO, and dissolve, with final per-share payouts contingent solely on remaining trust assets at liquidation.
What changed: A Quarterly Report on Form 10-Q for AltEnergy Acquisition Corp. covering the period ended September 30, 2024. As of September 30, 2024, the Trust Account holds $8,493,268, representing approximately $11.51 per share across 738,146 Class A shares subject to possible redemption. Unrestricted cash outside the trust is $86,320, with $100,632 held in a restricted account reserved for dissolution taxes and expenses. On October 30, 2024, the board elected its first optional one-month extension, shifting the combination deadline from November 2, 2024, to December 2, 2024. The company was delisted from Nasdaq following a trading suspension on November 5, 2024, after missing the original 36-month statutory deadline of October 28, 2024, and now trades on the OTC Pink Open Market. Management recorded a federal excise tax liability of $2,319,976. Derivative warrant liabilities revalued down to $235,000. The sponsor contributed an additional $1,135,000 in working capital loans during the reporting period, bringing the total outstanding loan payable to $2,135,000, with a subsequent $200,000 funding request made on October 25, 2024. Why it matters: The compressed timeline to December 2, 2024 heightens execution pressure on the proposed merger with Car Tech, LLC, which requires simultaneously closing a private placement of at least $50,000,000 to support an $80,000,000 base valuation plus a $40,000,000 earn-out provision. Migration to the OTC Pink market introduces liquidity and dissemination risks that could complicate shareholder outreach or PIPE sourcing. The $2,319,976 excise tax charge directly drains operational or trust liquidity unless netted against qualifying new equity issuances. With only $86,320 in readily accessible cash, the company faces acute working capital constraints, leading management to formally acknowledge substantial doubt about its ability to continue as a going concern without successfully closing the transaction or drawing down further committed sponsor credit facilities before the amendment allows up to five additional monthly extensions through May 2, 2025.
What changed vs 2024-08-13trust $8.4M → $8.5M +1%trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $8.4M$8.5M
- Combination deadline
- 2025-05-02 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $250Knot matched in this filing
- Redeemable shares
- 738K · unchanged
SpacBrain reads this as $75,861 was added to the trust between the two filings.
The clause …“(Restricted) 100,632 108,610 Total Current Assets 264,506 360,609 Investments held in the Trust Account 8,493,268 17,591,536 Total Assets $ 8,757,774 $ 17,952,145 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause …“time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date the “Extension” and such proposal, the “Extension Proposal”) by which the”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding Excluding 738,146 and 1,577,478 shares subject to possible redemption) at September 30, 2024 and December 31, 2023, respectively 550 550 Class B common stock, $ 0.0001”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: An amended Schedule 13G (Amendment No. 2) and designated exit filing under Rule 13d-1(c) of the Securities Exchange Act of 1934, submitted to disclose that the named Reporting Persons have fallen below the statutory threshold for reporting large equity positions. As of September 30, 2024, the Reporting Persons—Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; and Frederick V. Fortmiller, Jr.—report Sole Voting Power of 0, Shared Voting Power of 0, Sole Dispositive Power of 0, Shared Dispositive Power of 0, Aggregate Amount Beneficially Owned of 0, and Percent of Class of 0%. The document contains no information bearing on the trust account per share balance, the two thousand twenty-seven-year May third deadline, any extension mechanics, target combination progress, or sponsor conduct. The change is strictly limited to a reduction in blockholder position crossing below the five percent reporting threshold, which the filers explicitly designate as an exit event. Why it matters: The reduced positioning removes a major blockholder that could otherwise affect proxy coordination or redemption pacing, though the submission does not tie the divestment to the issuer’s operational timeline, liquidity schedule, or trust distribution rules. The filing identifies the issuer’s principal executive office at six hundred Lexington Avenue, Ninth Floor, New York, NY 10022, and the Reporting Persons’ principal business address at 299 Park Avenue, 21st Floor, New York, NY 10171. Item 10 certifications state the securities were not acquired or held to influence control of the issuer, and all ownership figures, exit designations, corporate structures, and relationship mappings are attributed exclusively to the Reporting Persons as written in the filing.
What changed: A Form 8-K current report filed under Item 3.01 disclosing a Nasdaq delisting notice triggered by the SPAC’s failure to complete an initial business combination within 36 months of its IPO registration statement’s effectiveness. Nasdaq provided written notice on October 29, 2023, that delisting will occur because the initial business combination was not completed by October 28, 2024. Trading for AEAE, AEAEU, and AEAEW will suspend at market open on November 5, 2024, after which the Company will file a Form 25-NSE to remove the securities from Nasdaq listing and registration. Management intends to continue pursuing the previously announced initial business combination and target a Nasdaq relisting post-transaction, but expressly states there is no assurance the deal will close or that the Company will regain compliance with Nasdaq rules including the Minimum Total Holders Rule. The filings do not disclose revised redemption deadlines, trust account statements, extension voting procedures, or changes to sponsor commitment structures. Why it matters: Exchange suspension eliminates real-time price discovery and typical secondary-market liquidity for public shareholders, which often tightens spreads and delays or complicates redemption execution. Because the filing confirms the statutory 36-month window has expired without a qualified transaction, shareholders face heightened uncertainty regarding whether trust funds will eventually be distributed upon liquidation or retained during continued deal searches. The unqualified forward-looking disclaimer and lack of updated capital table mechanics mean investors cannot infer imminent extensions, additional financing rounds, or altered sponsor forfeiture arrangements from this submission alone. Warrant terms remain unchanged at $11.50 per whole warrant exercisable for one share of Class A common stock.
What changed: A Form 8-K Current Report filed under Item 8.01 Other Events to provide formal notice of a Board-approved extension to the Company's deadline for completing an initial business combination. On October 30, 2024, the Board of AltEnergy Acquisition Corp approved a one-month extension of the deadline to consummate an initial business combination from November 2, 2024 to December 2, 2024. This First Optional Extension relies on authority previously granted by stockholders at a special meeting on April 16, 2024, which allowed the Board to extend the deadline up to six additional times by one month each, upon two days' advance notice, with an absolute final deadline of May 2, 2025. The filing explicitly states that whole warrants are exercisable for one share of Class A common stock at an exercise price of $11.50, and notes the Class A common stock carries a par value of $0.0001 per share. Why it matters: The filing updates the immediate redemption and business combination horizon to December 2, 2024. While the document discloses no new financial metrics or alterations to trust redemption pricing mechanics, it confirms sponsor activity via routine board extensions. The notice, signed by Chief Executive Officer Russell Stidolph, indicates the entity maintains capacity for five subsequent one-month extensions before facing a mandatory dissolution deadline of May 2, 2025. Investors tracking the liquidity window and conversion options should monitor for any subsequent filings invoking the remaining extensions or announcing a definitive merger agreement.
What changed: SEC Quarterly Report on Form 10-Q and accompanying unaudited financial statements and exhibits for the period ended June 30, 2024. Per management's disclosures, the Company extended its business combination deadline from May 2, 2024, to November 2, 2024, preserving board authority to invoke up to six additional one-month extensions through May 2, 2025. In connection with the preceding extension vote, stockholders exercising redemption rights surrendered 839,332 Class A common shares for $9,513,007, reducing the temporary equity balance to 738,146 shares. The Trust Account now holds $8,417,407, which the Company states equates to approximately $11.40 per remaining share. Outside working capital is supplied by a Sponsor credit facility, with $1,735,000 outstanding as of June 30, 2024, plus $47,175 in accrued interest. Regarding substantive developments, the Company confirms executing a definitive Agreement and Plan of Merger on February 21, 2024, with Car Tech Merger Sub, LLC and Car Tech, LLC. The structure values the aggregate consideration at $80,000,000 plus a $40,000,000 earn-out, contingent upon raising at least $50,000,000 from a private placement immediately prior to closing. Management also reports Nasdaq deficiency notifications for failing to maintain a $15,000,000 Market Value of Publicly Held Shares and a 400-total holder count, resulting in a formal listing transfer application to Nasdaq Capital Market submitted on May 8, 2024. Additional substance includes a Warrant Transfer and Option Agreement assigning 4,800,000 private placement warrants to Car Tech affiliates and granting a purchase option on the remaining 7,200,000 warrants at $4.00 each, alongside fully accrued executive consulting fees of $15,600 per month for the Chief Financial Officer and unaccrued conditional bonuses of $150,000 for the CFO and $300,000 for the resigned Chief Operating Officer. Why it matters: The November 2, 2024 operational deadline compresses execution risk, requiring completion of the Car Tech merger or a parallel termination within roughly four months. Redemption activity has materially reduced the public share count, directly triggering the Nasdaq listing deficiency notices and mandating the contemplated transfer to the Capital Market to preserve exchange trading viability. The Trust Account retains $8,417,407 to satisfy future redemptions, but the Company simultaneously recognizes a $2,319,976 federal excise tax liability on prior share repurchases and maintains $8,050,000 in deferred underwriting commissions payable exclusively upon business combination consummation. Management explicitly states these conditions raise substantial doubt about the Company's ability to continue as a going concern absent a transaction, noting heavy reliance on sponsor funding and previously identified, unremediated material weaknesses in internal controls over complex warrant accounting and non-redemption agreement capital contributions. Investors should monitor the Nasdaq Capital Market transfer approval status, the $50,000,000 private placement financing closure, and whether the board exercises additional month-to-month extension authority prior to the hard deadline.
What changed vs 2024-05-15trust $17.8M → $8.4M -53%shares 1.58M → 738K -53%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $17.8M$8.4M
- Redeemable shares
- 1.58M738K
- Combination deadline
- 2025-05-02 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $250K · unchanged
SpacBrain reads this as $9,403,598 left the trust between the two filings.
The clause …“(Restricted) 99,620 108,610 Total Current Assets 399,890 360,609 Investments held in the Trust Account 8,417,407 17,591,536 Total Assets $ 8,817,297 $ 17,952,145 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as 839,332 shares are no longer redeemable.
The clause …“100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 738,146 and 1,577,478 shares subject to possible redemption) at June 30, 2024 and December 31, 2023, respectively 550 550 Class B common stock, $ 0.0001 par”…
The clause …“time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date the “Extension” and such proposal, the “Extension Proposal”) by which the”…
The clause …“public shares, and thereafter liquidate and dissolve. These conditions raise substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome”…
The clause …“of the Initial Public Offering. As of November 2, 2021, there was $ 250,000 outstanding under the Promissory Note. On November 3, 2021, the Promissory Note was paid down in its entirety by the Company. General and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary Proxy Statement and Prospectus forming part of a Form S-4 Registration Statement, registering 12,000,000 shares of Common Stock in connection with a proposed Business Combination/Merger between AltEnergy Acquisition Corp. and Car Tech, LLC. Merger Deal Progress & Redemption Mechanics: The Proxy Statement discloses a definitive Merger Agreement dated February 21, 2024, establishing a reverse triangular merger where Car Tech survives as a wholly-owned subsidiary. Regarding redemption mechanics, the filing states the Trust Account held approximately $8,344,700 as of April 30, 2024. The stated per-share redemption price calculation adds $100,000 from a restricted investment account to the Trust balance, yielding an estimated redemption price of approximately $10.[*] per Public Share. The filing also records a $2,224,846 U.S. federal excise tax liability on redemptions. Extension mechanisms detail approvals extending the combination deadline to November 2, 2024, with board authority to further extend up to six monthly increments through May 2, 2025. A hard closing condition requires sourcing at least $50,000,000 via PIPE Financing. Sponsor Conduct & Capital Structure: According to the Proxy Statement, the Sponsor controls approximately 78% of voting power and guarantees approval of all proposals. The Sponsor’s 5,500,000 converted Founder Shares face time-based vesting and forfeiture clauses tied to $14.00 and $18.00 price targets over five or ten-year horizons. Related party obligations highlighted include $1,175,000 in outstanding Sponsor working capital loans, $280,800 accrued in Chief Financial Officer consulting fees, and $225,000 in deferred administrative support fees. Operational Substance & Valuation: Car Tech’s audited financial statements report 2023 revenues of $60,937,188 and a net loss of $(4,589,594). The company supplies Body-in-White components to OEMs including BMW, Volvo, and Volkswagen. The Aggregate Merger Consideration is valued at $80,000,000 upfront, plus up to $40,000,000 contingent on future performance. Controlling member Shinyoung Co., Ltd. contributes $29,983,000 in intercompany debt (documented across twelve separate loan agreements executed between late 2022 and early 2024) into Car Tech capital in exchange for membership units, alongside transferring 4,800,000 Parent Private Placement Warrants to members and granting Shinyoung an option for the remainder at $4.00 per warrant. Why it matters: Provides holders with definitive redemption pricing parameters, dilution metrics from warrants/earnouts, and explicit sponsorship control dynamics. Establishes material closing hurdles (the $50,000,000 PIPE condition) and outlines the economic incentives/constraints for insiders versus public stockholders ahead of the virtual Special Meeting.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2024-10-31 · unchanged
The clause …“contemplated by this Agreement shall not have occurred on or before October 31, 2024 (the “ Outside Date ”); 67 Table of Contents provided, however, that the Parties may mutually agree in writing to extend the Outside Date by”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.