Table of Contents
falseQ3--12-31false0001852016 0001852016 2023-01-01 2023-09-30 0001852016 2023-09-30 0001852016 2022-12-31 0001852016 2023-01-01 2023-03-31 0001852016 2023-04-01 2023-06-30 0001852016 2023-07-01 2023-09-30 0001852016 2022-01-01 2022-09-30 0001852016 2021-11-02 2021-11-02 0001852016 2021-11-02 0001852016 2022-07-01 2022-09-30 0001852016 2022-08-16 0001852016 2023-01-01 0001852016 2022-04-01 2022-06-30 0001852016 2022-01-01 2022-03-31 0001852016 2023-04-01 2023-04-28 0001852016 2023-05-15 2023-05-15 0001852016 2023-05-09 2023-05-09 0001852016 2021-12-31 0001852016 2022-09-30 0001852016 2023-06-30 0001852016 2022-06-30 0001852016 2023-03-31 0001852016 2022-03-31 0001852016 us-gaap:CommonClassAMember 2023-09-30 0001852016 us-gaap:CommonClassBMember 2023-09-30 0001852016 srt:MinimumMember 2023-09-30 0001852016 aeae:PublicWarrantsMember 2023-09-30 0001852016 aeae:PublicWarrantsMember aeae:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember 2023-09-30 0001852016 us-gaap:RelatedPartyMember aeae:WorkingCapitalLoanMember 2023-09-30 0001852016 us-gaap:RelatedPartyMember 2023-09-30 0001852016 aeae:WorkingCapitalLoanMember 2023-09-30 0001852016 us-gaap:USTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001852016 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-09-30 0001852016 us-gaap:MeasurementInputSharePriceMember 2023-09-30 0001852016 us-gaap:MeasurementInputPriceVolatilityMember 2023-09-30 0001852016 aeae:MeasurementInputProbabilityOfBusinessCombinationMember 2023-09-30 0001852016 us-gaap:MeasurementInputExpectedDividendRateMember 2023-09-30 0001852016 aeae:SponsorMember aeae:WorkingCapitalLoanMember 2023-09-30 0001852016 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember aeae:PrivatePlacementWarrantsMember 2023-09-30 0001852016 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember aeae:PublicWarrantsMember 2023-09-30 0001852016 us-gaap:CommonClassAMember 2022-12-31 0001852016 us-gaap:CommonClassBMember 2022-12-31 0001852016 us-gaap:RelatedPartyMember aeae:WorkingCapitalLoanMember 2022-12-31 0001852016 us-gaap:RelatedPartyMember 2022-12-31 0001852016 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001852016 us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001852016 us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001852016 aeae:MeasurementInputProbabilityOfBusinessCombinationMember 2022-12-31 0001852016 us-gaap:MeasurementInputExpectedDividendRateMember 2022-12-31 0001852016 aeae:SponsorMember aeae:WorkingCapitalLoanMember 2022-12-31 0001852016 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember aeae:PrivatePlacementWarrantsMember 2022-12-31 0001852016 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember aeae:PublicWarrantsMember 2022-12-31 0001852016 aeae:ConsultingAgreementMember us-gaap:RelatedPartyMember 2022-01-01 2022-09-30 0001852016 us-gaap:CommonClassAMember 2022-01-01 2022-09-30 0001852016 us-gaap:CommonClassBMember 2022-01-01 2022-09-30 0001852016 aeae:ConsultingAgreementMember us-gaap:RelatedPartyMember 2022-07-01 2022-09-30 0001852016 us-gaap:CommonClassAMember 2022-07-01 2022-09-30 0001852016 us-gaap:CommonClassBMember 2022-07-01 2022-09-30 0001852016 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0001852016 us-gaap:OverAllotmentOptionMember aeae:PrivatePlacementWarrantsMember 2023-01-01 2023-09-30 0001852016 aeae:PublicWarrantsMember 2023-01-01 2023-09-30 0001852016 aeae:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember aeae:PublicWarrantsMember 2023-01-01 2023-09-30 0001852016 aeae:PublicWarrantsMember aeae:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember 2023-01-01 2023-09-30 0001852016 aeae:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember 2023-01-01 2023-09-30 0001852016 aeae:PrivatePlacementWarrantsMember 2023-01-01 2023-09-30 0001852016 us-gaap:CommonClassAMember 2023-01-01 2023-09-30 0001852016 us-gaap:CommonClassBMember 2023-01-01 2023-09-30 0001852016 us-gaap:OverAllotmentOptionMember 2023-01-01 2023-09-30 0001852016 aeae:OfficeSpaceAdministrativeAndSupportServicesMember aeae:SponsorMember 2023-01-01 2023-09-30 0001852016 srt:ChiefFinancialOfficerMember aeae:ConsultingAgreementMember 2023-01-01 2023-09-30 0001852016 srt:ChiefFinancialOfficerMember 2023-01-01 2023-09-30 0001852016 srt:ChiefOperatingOfficerMember 2023-01-01 2023-09-30 0001852016 aeae:ConsultingAgreementMember us-gaap:RelatedPartyMember 2023-01-01 2023-09-30 0001852016 us-gaap:CapitalUnitsMember 2023-01-01 2023-09-30 0001852016 us-gaap:WarrantMember 2023-01-01 2023-09-30 0001852016 us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-09-30 0001852016 aeae:WarrantLiabilitiesMember 2023-01-01 2023-09-30 0001852016 aeae:SponsorMember aeae:WorkingCapitalLoanMember 2023-01-01 2023-09-30 0001852016 us-gaap:GeneralAndAdministrativeExpenseMember 2023-01-01 2023-09-30 0001852016 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001852016 aeae:ConsultingAgreementMember us-gaap:RelatedPartyMember 2023-07-01 2023-09-30 0001852016 us-gaap:FairValueInputsLevel3Member 2023-07-01 2023-09-30 0001852016 us-gaap:CommonClassAMember 2023-07-01 2023-09-30 0001852016 us-gaap:CommonClassBMember 2023-07-01 2023-09-30 0001852016 aeae:SponsorMember aeae:WorkingCapitalLoanMember 2023-07-01 2023-09-30 0001852016 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001852016 us-gaap:CommonClassAMember 2023-01-01 2023-03-31 0001852016 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001852016 us-gaap:IPOMember 2021-11-02 2021-11-02 0001852016 us-gaap:OverAllotmentOptionMember 2021-11-02 2021-11-02 0001852016 aeae:PrivatePlacementWarrantsMember 2021-11-02 2021-11-02 0001852016 aeae:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2021-11-02 2021-11-02 0001852016 aeae:PrivatePlacementWarrantsMember aeae:SponsorMember 2021-11-02 2021-11-02 0001852016 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-11-02 2021-11-02 0001852016 aeae:SponsorMember aeae:PrivatePlacementWarrantsMember us-gaap:OverAllotmentOptionMember 2021-11-02 2021-11-02 0001852016 aeae:PromissoryNoteMember aeae:SponsorMember 2021-11-02 2021-11-02 0001852016 aeae:PrivatePlacementWarrantsMember 2021-11-02 0001852016 us-gaap:OverAllotmentOptionMember 2021-11-02 0001852016 us-gaap:IPOMember 2021-11-02 0001852016 us-gaap:CommonClassAMember 2021-11-02 0001852016 aeae:PublicWarrantsMember us-gaap:CommonClassAMember 2021-11-02 0001852016 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-11-02 0001852016 us-gaap:CommonClassAMember 2021-12-31 0001852016 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001852016 us-gaap:CommonClassAMember 2023-03-31 0001852016 us-gaap:CommonClassBMember aeae:FounderSharesMember aeae:SponsorMember 2021-03-25 2021-03-25 0001852016 aeae:B.RileyMember aeae:FounderSharesMember aeae:SponsorMember 2021-03-25 2021-03-25 0001852016 aeae:FounderSharesMember aeae:SponsorMember 2021-03-25 2021-03-25 0001852016 us-gaap:CommonClassAMember aeae:SharePriceMoreThanOrEqualsToUsdTwelveMember aeae:SponsorMember 2021-03-25 2021-03-25 0001852016 aeae:PromissoryNoteMember aeae:SponsorMember 2021-03-25 2021-03-25 0001852016 us-gaap:IPOMember aeae:FounderSharesMember 2021-03-25 0001852016 us-gaap:CommonClassAMember aeae:SharePriceMoreThanOrEqualsToUsdTwelveMember aeae:SponsorMember 2021-03-25 0001852016 aeae:B.RileyMember aeae:FounderSharesMember aeae:SponsorMember 2021-03-25 0001852016 aeae:PromissoryNoteMember aeae:SponsorMember 2021-03-25 0001852016 us-gaap:CommonClassBMember aeae:ConversionOfClassBToClassAMember 2023-04-28 2023-04-28 0001852016 us-gaap:CommonClassAMember aeae:ConversionOfClassBToClassAMember 2023-04-28 2023-04-28 0001852016 us-gaap:CommonClassAMember 2023-04-28 2023-04-28 0001852016 aeae:SponsorMember aeae:WorkingCapitalLoanMember 2022-03-10 0001852016 aeae:WorkingCapitalLoanMember aeae:SponsorMember 2023-05-04 0001852016 aeae:ConsultingAgreementMember srt:ChiefFinancialOfficerMember 2022-04-01 2022-04-01 0001852016 aeae:ConsultingAgreementMember srt:ChiefFinancialOfficerMember 2022-04-01 2022-12-31 0001852016 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-04-01 2023-06-30 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001852016 us-gaap:CommonClassAMember 2023-04-01 2023-06-30 0001852016 us-gaap:CommonClassAMember 2023-06-30 0001852016 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001852016 us-gaap:CommonClassAMember 2023-11-03 0001852016 us-gaap:CommonClassBMember 2023-11-03 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-09-30 0001852016 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001852016 us-gaap:RetainedEarningsMember 2022-09-30 0001852016 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001852016 us-gaap:FairValueInputsLevel3Member 2023-09-30 0001852016 aeae:PrivatePlacementWarrantsMember 2022-12-31 0001852016 aeae:PublicWarrantsMember 2022-12-31 0001852016 aeae:WarrantLiabilitiesMember 2022-12-31 0001852016 aeae:PrivatePlacementWarrantsMember 2023-09-30 0001852016 aeae:WarrantLiabilitiesMember 2023-09-30 0001852016 us-gaap:FairValueInputsLevel3Member 2023-06-30 0001852016 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-09-30 0001852016 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001852016 us-gaap:RetainedEarningsMember 2023-09-30 0001852016 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-09-30 0001852016 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-12-31 0001852016 us-gaap:RetainedEarningsMember 2022-12-31 0001852016 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-03-31 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-03-31 0001852016 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001852016 us-gaap:RetainedEarningsMember 2023-03-31 0001852016 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001852016 us-gaap:RetainedEarningsMember 2021-12-31 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001852016 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-03-31 0001852016 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001852016 us-gaap:RetainedEarningsMember 2022-03-31 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-06-30 0001852016 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001852016 us-gaap:RetainedEarningsMember 2023-06-30 0001852016 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-06-30 0001852016 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-06-30 0001852016 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001852016 us-gaap:RetainedEarningsMember 2022-06-30 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Month utr:Year iso4217:USD xbrli:shares
 
 
QUARTERLY REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023
 
 
AltEnergy Acquisition Corp.
(Exact name of registrant as specified in its charter)
 
 
001-40984
(Commission File Number)
 
Delaware
  
85-2157013
(State or other jurisdiction of
incorporation or organization)
  
(IRS Employer
Identification No.)
600 Lexington Avenue, 9th Floor
New York, New York 10022
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (203)
299-1400
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one share of Class A common stock and
one-half
of one redeemable warrant
  
AEAEU
  
The Nasdaq Global Market
Class A common stock, par value $0.0001 per share
  
AEAE
  
The Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
  
AEAEW
  
The Nasdaq Global Market
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
Emerging growth company   ☒     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the
Exchange
Act). ☒ Yes ☐ No
As of November 3, 2023, 7,077,478 shares of Class A common stock, par value $0.0001 per share, and 250,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.
 
 
 

Table of Contents

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

     1  

Item 1.

   Condensed Financial Statements      1  
 

Condensed Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (audited)

      1  
 

Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)

      2  
  Condensed Statements of Changes In Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (unaudited)      3  
 

Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)

      5  
 

Notes to Condensed Financial Statements (unaudited)

     6  

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      24  

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      30  

Item 4.

   Controls and Procedures      30  

PART II. OTHER INFORMATION

     31  

Item 1.

   Legal Proceedings      31  

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      32  

Item 3.

   Defaults Upon Senior Securities      32  

Item 4.

   Mine Safety Disclosures      32  

Item 5.

   Other Information      32  

Item 6.

   Exhibits      33  

 

i

Table of Contents
http://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrantshttp://fasb.org/us-gaap/2023#FairValueAdjustmentOfWarrants
 
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
AltEnergy Acquisition Corp.
CONDENSED BALANCE SHEETS
 
    
September 30,

2023

(unaudited)		    
December 31,

2022

(audited)		  
ASSETS
                 
Current Assets:
                 
Cash
    $ 79,413     $ 212,232  
Prepaid expenses
      57,853       379,264  
Other investments held to maturity
      241,544       —   
    
 
 
    
 
 
  
Total Current Assets
      378,810       591,496  
Investments held in the Trust Account
      17,483,547       237,373,538  
    
 
 
    
 
 
  
Total Assets
   
$
17,862,357
 
  
$
237,965,034
 
    
 
 
    
 
 
  
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
                 
Current Liabilities:
                 
Accounts payable and accrued expenses
    $ 90,718     $ 101,396  
Accrued Tax Payable – Franchise Tax
      —        73,739  
Accrued Tax Payable – Income Tax
      252,567       295,065  
Accrued Tax Payable – Excise Tax
      2,224,846       —   
Other accrued expenses – deferred
      137,995       12,815  
Due to related party
      146,138       15,212  
Loan payable – Sponsor
      710,000       175,000  
    
 
 
    
 
 
  
Total Current Liabilities
      3,562,264       673,227  
Derivative warrant liabilities
      1,645,000       2,350,000  
Deferred underwriting commission
      8,050,000       8,050,000  
    
 
 
    
 
 
  
Total liabilities
      13,257,264       11,073,227  
COMMITMENTS AND CONTINGENCIES (Note 6)
             
Class A common stock subject to possible redemption; 1,577,478 and 23,000,000 shares at September 30, 2023 and December 31, 2022, respectively
      17,366,793       236,385,597  
Stockholders’ deficit:
                 
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
      —        —   
Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 5,500,000 and none issued and outstanding (excluding 1,577,478 and 23,000,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively
      550       —   
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 250,000 and 5,750,000 shares issued and outstanding at September 30, 2023 and December 1, 2022, respectively
      25       575  
Additional
paid-in
capital
      —        —   
Accumulated deficit
      (12,762,275 )      (9,494,365 ) 
    
 
 
    
 
 
  
Total Stockholders’ Deficit
      (12,761,700 )      (9,493,790 ) 
    
 
 
    
 
 
  
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit
   
$
17,862,357
 
  
$
237,965,034
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
1
AltEnergy Acquisition Corp.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
  
For the Three

Months

Ended

September 30,
 
 
For the Nine

Months

Ended

September 30,
 
 
  
2023
 
 
2022
 
 
2023
 
 
2022
 
EXPENSES
                                 
Administrative fee - related party
    $ 45,000     $ 45,000     $ 135,000     $ 135,000  
General and administrative
      261,052       278,407       1,202,787       966,157  
    
 
 
    
 
 
    
 
 
    
 
 
  
TOTAL EXPENSES
      306,052       323,407       1,337,787       1,101,157  
    
 
 
    
 
 
    
 
 
    
 
 
  
OTHER INCOME (EXPENSE)
                                 
Income earned on investments held in Trust Account
      227,386       1,031,530       3,984,184       1,436,349  
Change in fair value of warrant liabilities
      (705,000 )      235,000       705,000       10,230,000  
Interest expense
      (6,135 )      —        (11,138 )
 
 		     —   
    
 
 
    
 
 
    
 
 
    
 
 
  
TOTAL OTHER INCOME, NET
      (483,749 )      1,266,530       4,678,046       11,666,349  
    
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss) before income tax provision
      (789,801 )
 
 		     943,123       3,340,259       10,565,192  
    
 
 
    
 
 
    
 
 
    
 
 
  
Income tax benefit (provision)
      62,494       (22,939 )
 
 		     (917,501 )      (475,732 ) 
    
 
 
    
 
 
    
 
 
    
 
 
  
Net income (loss)
    $ (727,307 )    $ 920,184     $ 2,422,758     $ 10,089,460  
    
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average number of shares of Class A common stock outstanding, basic
and diluted
     
7,077,478

       23,000,000       13,959,740       23,000,000  
    
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share of Class A common stock
    $ (0.10 )    $ 0.03     $ 0.15     $ 0.35  
    
 
 
    
 
 
    
 
 
    
 
 
  
Weighted average number of shares of Class B common stock outstanding, basic and diluted
      250,000       5,750,000       2,627,289       5,750,000  
    
 
 
    
 
 
    
 
 
    
 
 
  
Basic and diluted net income (loss) per share of Class B common stock
    $ (0.10 )    $ 0.03     $ 0.15     $ 0.35  
    
 
 
    
 
 
    
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
2
AltEnergy Acquisition Corp.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023
 
 
  
Class A
Common Stock
 
  
Class B

Common Stock
 
 
Additional
Paid In
 
  
Accumulated
 
 
Stockholders’
 
 
  
Shares
 
  
Amount
 
  
Shares
 
 
Amount
 
 
Capital
 
  
Deficit
 
 
Deficit
 
Balance, January 1, 2023
      —       $ —         5,750,000     $ 575     $ —       $ (9,494,365 )    $ (9,493,790 ) 
Remeasurement of Class A common stock subject to possible redemption to redemption amount
      —         —         —        —        —         (2,244,190 )      (2,244,190 ) 
Net income
      —         —         —        —        —         1,807,666       1,807,666  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance, March 31, 2023
      —       $ —         5,750,000     $ 575     $ —       $ (9,930,889 )    $ (9,930,314 ) 
Remeasurement of Class A common stock subject to possible redemption to redemption amount
      —         —         —        —        —         (951,751 )      (951,751 ) 
Excise tax imposed on common stock redemptions
      —         —         —        —        —         (2,224,846 )      (2,224,846 ) 
Class B common stock converted to Class A common stock
      5,500,000        550        (5,500,000 )      (550 )      —         —        —   
Net income
      —         —         —        —        —         1,342,399       1,342,399  
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance, June 30, 2023
      5,500,000      $ 550        250,000     $ 25     $ —       $ (11,765,087 )    $ (11,764,512 ) 
Remeasurement of Class A common stock subject to possible redemption to redemption amount
      —         —         —        —        —         (269,881 )      (269,881 ) 
Net loss
      —         —         —        —        —         (727,307 )      (727,307 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
Balance, September 30, 2023
      5,500,000      $ 550        250,000     $ 25     $ —       $ (12,762,275 )    $ (12,761,700 ) 
    
 
 
     
 
 
     
 
 
    
 
 
    
 
 
     
 
 
    
 
 
  
 
3
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
 
    
Class B

Common Stock
     
Additional

Paid-In

Capital
     
Accumulated

Deficit
    
Stockholders’

Deficit
  
  
Shares
     
Amount
  
Balance as of January 1, 2022
      5,750,000      $ 575      $ —       $ (20,563,001 )    $ (20,562,426 ) 
Net income
      —         —         —        8,260,876       8,260,876  
    
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of March 31, 2022
      5,750,000      $ 575      $ —       $ (12,302,125 )    $ (12,301,550 ) 
Net income
      —         —         —         908,400       908,400  
    
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of June 30, 2022
      5,750,000      $ 575      $ —       $ (11,393,725 )    $ (11,393,150 ) 
Net income
      —         —         —         920,184       920,184  
    
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
Balance as of September 30, 2022
      5,750,000      $ 575      $ —       $ (10,473,541 )    $ (10,472,966 ) 
    
 
 
     
 
 
     
 
 
     
 
 
    
 
 
  
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4
AltEnergy Acquisition Corp.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
    
For the Nine

Months

Ended

September 30,

2023
    
For the Nine

Months

Ended

September 30,

2022
  
Cash Flows From Operating Activities:
     
Net income
    $ 2,422,758     $ 10,089,460  
Adjustments to reconcile net income to net cash used in operating activities:
     
Investment income earned on investments held in the Trust Account
      (3,984,184 )      (1,436,349 ) 
Gain on change in fair value of derivative liabilities
      (705,000 )      (10,230,000 ) 
Gain on change in fair value of held to maturity investments
      (6,646 )      —   
Change in deferred taxes payable
      (42,498 )      262,687  
Changes in operating assets and liabilities:
     
Prepaid expenses
      321,411       7,500  
Other assets
      —        336,426  
Other deferred expenses
      125,180       —   
Accounts payable and accrued expenses
      (84,419 )      (34,097 ) 
  
 
 
    
 
 
  
Net Cash Used In Operating Activities
      (1,953,398 )      (1,004,373 ) 
  
 
 
    
 
 
  
Cash Flows From Investing Activities:
     
Taxes paid from trust
      533,789       252,572  
Cash withdrawn from Trust Account to redeeming stockholders
      222,484,624       —   
Funds withdrawn from Trust Account for Taxes Payable and Dissolution
      855,762       —   
Funds deposited into held to maturity investment account
      (775,762 )      —   
Funds withdrawn from held to maturity investment account
      540,864       —   
  
 
 
    
 
 
  
Net Cash Provided by Investing Activities
      223,639,277       252,572  
  
 
 
    
 
 
  
Cash Flows From Financing Activities:
     
Redemption of Class A common stock
      (222,484,624 )      —   
Proceeds from loan payable - Sponsor
      535,000       —   
Proceeds from related party advances
      130,926       —   
Repayment of related party payable
      —        (3,873 ) 
Payments of offering costs
      —        (8,082 ) 
  
 
 
    
 
 
  
Net Cash Used In Financing Activities
      (221,818,698 )      (11,955 ) 
  
 
 
    
 
 
  
Net change in cash
      (132,819 )      (763,756 ) 
Cash at beginning of period
      212,232       979,226  
  
 
 
    
 
 
  
Cash at end of period
   
$
79,413
 
  
$
215,470
 
  
 
 
    
 
 
  
Supplemental Cash Flow Information:
     
Cash paid for income taxes
    $ 460,000     $ —   
Supplemental Schedule of
Non-cash
Financing Activities:
     
Remeasurement of Class A common stock subject to possible redemption to redemption amount
    $ 3,465,822     $ —   
Excise tax liability accrued for common stock redemptions
    $ 2,224,846     $ —   
The accompanying notes are an integral part of these
unaudited
condensed financial statements.
 
5
AltEnergy Acquisition Corp.
Notes to Financial Statements
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
AltEnergy Acquisition Corp. (the “Company”) was incorporated in Delaware on February 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after completion of the Business Combination at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.
Simultaneously with the closing of the Initial Public Offering and the exercise by the underwriters of the over-allotment option, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) (including 1,200,000 warrants purchased in connection with the exercise of the over-allotment option) and 400,000 warrants to an affiliate of the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $12,000,000.
Following the closing of the Initial Public Offering on November 2, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “
Trust Account
”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.
As of November 2, 2021, transaction costs 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 April 28, 2023, following the approval by the stockholders of the Company at a special meeting of stockholders the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to extend the date from May 2, 2023 (18 months from the closing of the Initial Public Offering), to May 2, 2024 (30 months for the closing of the Initial Public Offering) (the “
Extension
,”) by which the Company must (1) consummate a Business Combination or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of
 
6
the units sold in the Company’s Initial Public Offering. Stockholders holding 21,422,522 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account in connection with the Extension. As a result, $222,484,624 (approximately $10.38 per share) was removed from the Trust Account on or about May 15, 2023 to pay such holders, and an additional $855,762 was removed from the Trust Account on or about May 9, 2023 and deposited into an investment account.
As of September 30, 2023 there was $17,483,547 (or approximately $11.08 per share) held in the Trust Account. Cash of $79,413 was held outside of the Trust Account on September 30, 2023 and was available for working capital purposes. As of September 30, 2023, there was $241,544 held in the investment account of which is $235,762 is reserved to pay accrued taxes and dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “
Distinguishing Liabilities from Equity
.”
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
 
7
If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or
pre-business
combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company has not completed a Business Combination within 30 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
 
8
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern, Liquidity and Management’s Plan
As of September 30, 2023, the Company had investments held in the Trust Account of approximately $17.5 million principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes. As of September 30, 2023, the Company had a working capital deficit of approximately $3.2 million, current liabilities of approximately $3.6 million, including taxes payable of approximately $253,000 which can be recovered from Trust and cash of approximately $79,000. In addition, the Company had approximately $242,000 held in an investment account, of which $100,000 that was reserved to pay dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company may lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Management has also determined that, in accordance with the Company’s amended and restated articles of incorporation, if the Company is unsuccessful in consummating an initial business combination by May 2, 2024, the Company will cease all operations, redeem the 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 of this uncertainty. The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern.
The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing (including any cash available from the Trust Account), the Company will need to arrange for third-party financing.
The Company is required to complete an initial business combination within 30 months from the closing of the IPO. If the Company is unable to complete an initial business combination within 30 months from the closing of the IPO, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
 
9
Risks and Uncertainties
Management continues to evaluate for any potential impact as a result of the
COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the SEC on Form
10-K/A
(Amendment No. 1) on May 23, 2023. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
 
10
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $241,544 held across 2 Treasury bills and $0 as of September 30, 2023 and December 31, 2022, respectively.
Investments held in Trust Account
At September 30, 2023 and December 31, 2022, the Company’s portfolio of investments held in the Trust Account are invested in mutual funds and government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule
2a-7
of the Investment Company Act.
Offering Costs associated with an Initial Public Offering
The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities were expensed as incurred and offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $705,589 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $12,650,000, were allocated between temporary equity and the Public Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $926,044 were allocated to the Public Warrants and the Private Placement Warrants and were expensed in the statement of operations for the period ended December 31, 2021.
Class A common stock subject to possible redemption
The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $17,366,793 and $236,385,597, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.
 
11
At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:
 
Class A common stock subject to possible redemption at December 31, 2021
    $ 234,600,000  
Fair value adjustment of Class A common stock to redemption value
      1,785,597  
    
 
 
  
Class A common stock subject to possible redemption at December 31, 2022
      236,385,597  
Fair value adjustment of Class A common stock to redemption value
      2,244,190  
    
 
 
  
Class A common stock subject to possible redemption at March 31, 2023
      238,629,787  
Fair value adjustment of Class A common stock to redemption value
      951,751  
Fair value of redeemed Class A common stock
      (222,484,626 ) 
    
 
 
  
Class A common stock subject to possible redemption at June 30, 2023
      17,096,912  
Fair value adjustment of Class A common stock to redemption value
      269,881  
    
 
 
  
Class A common stock subject to possible redemption at September 30, 2023
    $ 17,366,793  
    
 
 
  
Net income per share
Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the
two-class
method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings and losses of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The warrants are exercisable to purchase 23,500,000 shares of Class A common stock in the aggregate.
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
 
 
  
For the Three Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net loss per share of common stock
                  
Numerator:
                  
Allocation of net loss
    $ (702,493 )     $ (24,814 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      7,077,478        250,000  
Basic and diluted net loss per share of common stock
    $ (0.10 )    $ (0.10 ) 
 
 
  
For the Three Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
$ 736,147      $ 184,037  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.03      $ 0.03  
 
12
 
  
For the Nine Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 2,039,007      $ 383,751  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      13,959,740        2,627,289  
Basic and diluted net income per share of common stock
    $ 0.15      $ 0.15  
 

 
  
For the Nine Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 8,071,568      $ 2,017,892  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.35      $ 0.35  
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
 
 
13
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was (7.9%) and 
2.4
% for the three months ended September 30, 2023 and 2022, respectively, and
27.5% and 4.5% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability, the change in valuation allowance on the deferred tax assets, and redemption costs.
New Law and Changes
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,224,846 on the condensed balance sheets as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional
paid-in
capital or accumulated deficit if additional
paid-in
capital is not available.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 2, 2021) and
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. The Company has determined the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
 
14
Warrant Instruments
The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be
re-measured
at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of the Public Warrants and the Private Placement Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and
one-half
of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment.
 
15
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.
Following the closing of the Initial Public Offering on November 2, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account.
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) and 400,000 warrants to an affiliate of the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $12,000,000.
A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On March 25, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an
as-converted
basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. Upon exercise of the underwriters’ over-allotment option, these shares were no longer subject to forfeiture.
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Our underwriter entered into a purchase agreement in connection with the closing of the Initial Public Offering pursuant to which it or its affiliates purchased from our sponsor an aggregate of 400,000 Founder Shares at a price of $4.00 per Founder Share, or an aggregate purchase price of $1,600,000, which was paid at the time of the closing of the Initial Public Offering. The Founder Shares will be delivered by the Sponsor to the underwriter or its affiliate upon consummation of our initial Business Combination and immediately following the expiration of the transfer restrictions applicable to the Founder Shares.
On April 28, 2023, in connection with the Extension, 5,500,000 Founder Shares were converted into shares of Class A common stock.
 
16
Promissory Note — Related Party
On March 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company had the ability to borrow up to an aggregate principal amount of $250,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation 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 Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial, and administrative support services. This agreement was amended on January 28, 2023 to provide that, rather than be payable on a monthly basis, the payments due thereunder commencing with the monthly payment payable on or about February 28, 2023, shall accrue and be payable on the consummation of the Business Combination or the Company’s liquidation. During the three months and nine months ended September 30, 2023, the Company recorded $45,000 and $135,000, respectively, in administrative fees. As of September 30, 2023 and December 31, 2022, there was a balance of $135,000 and $15,000, respectively, due to the affiliate, which amount is included in due to related party on the accompanying condensed balance sheets.
Related Party Loans
Convertible Working Capital Loans
In order to fund working capital deficiencies, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans.
Loan payable — Sponsor
Per a Commitment Letter, dated July 19, 2022, the Sponsor undertook upon the Company’s written request to make available an aggregate amount of up to $250,000 to provide the Company funds for working capital purposes to ensure that the Company would continue as a going concern for at least 12 months A second Commitment Letter was dated May 4, 2023 for up to an additional $750,000. During the nine months ended September 30, 2023, the Sponsor loaned an aggregate of $535,000 to the Company for working capital purposes. As of September 30, 2023 and December 31, 2022, $710,000 and $175,000 remained outstanding, respectively.
Consulting Agreement
The Company and its Chief Financial Officer (“CFO”) entered into a consulting agreement pursuant to which the CFO was entitled to receive $15,600 per month for services rendered, commencing February 1, 2021, through the closing of our initial business combination. On April 1, 2022, the agreement with the CFO was amended so that the CFO would be paid $10,400 per month and an additional amount of $5,200 per month beginning April 1, 2022 through the consummation of the initial business combination would become payable upon a successful consummation of a business combination. If a successful business combination does not occur, the Company would not be required to pay this additional contingent amount. The consulting agreement was further amended on January 1, 2023, to provide that commencing on January 1, 2023, 100% of the consulting fee of $15,600 per month shall be accrued by the
 
17
Company for the CFO’s benefit to be paid upon the closing of a business combination if such closing occurs, and if such business combination does not occur, then the accrued amount shall not be due or paid. The additional contingent fees pursuant to the amendments of the consulting agreement have therefore not been accrued for as of September 30, 2023. For the three months ended September 30, 2023 and September 30, 2022, the Company recorded $0 and $31,200 of compensation for services provided, and for the nine months ended September 30, 2023 and 2022, the Company recorded $0 and $109,200 of compensation for services provided. As of September 30, 2023 and December 31, 2022, there was no balance due to the CFO.
Limited Payments
The Company has agreed to pay its Chief Financial Officer a
one-time
fee of $150,000, upon the consummation of the initial business combination. The amount will only become payable upon a successful business combination. If a successful business combination does not occur, the Company will not be required to pay this contingent fee. This fee has therefore not been accrued for as of September 30, 2023 and December 31, 2022. There can be no assurances that the Company will complete a business combination.
The Company had agreed to pay its Chief Operating Officer a
one-time
fee of $300,000 upon the consummation of the initial business combination. The Chief Operating Officer resigned effective June 6, 2023. Accordingly, the Company will not be required to pay this contingent fee. The amount would only have become payable upon a successful business combination. If a successful business combination does not occur, the Company would not have been required to pay this contingent fee. This fee has therefore not been accrued for as of September 30, 2023 and December 31, 2022.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their
lock-up
restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
45-day
option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,600,000 paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the exercise of the over-allotment option, the Sponsor purchased 1,200,000 Private Placement Warrants at a purchase price of $1.00 per warrant.
 
18
NOTE 7. STOCKHOLDERS’ DEFICIT
Preferred Stock
— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class
 A Common Stock
— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 1,577,478 shares and 23,000,000 shares of the Class A common stock that were classified as temporary equity in the accompanying balance sheets. In addition, there were 5,500,000 shares of Class A Common Stock outstanding that were issued upon the conversion of 5,500,000 shares of Class B common stock into 5,500,000 shares of Class A common stock on April 28, 2023, which are not subject to redemption.
Class
 B Common Stock
— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 250,000 shares and 5,750,000 shares of Class B common stock issued and outstanding, respectively.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a
one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
NOTE 8. WARRANT LIABILITIES
Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
 
19
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per Public Warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption, or the
30-day
redemption period to each warrant holder; and
 
  •  
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public
Warrants
will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are
non-redeemable,
except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
20
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description:
   
Level
     
September 30,

2023
     
December 31,

2022
  
Assets:
                           
Investments in Treasury Bills
      1      $ 241,544        —  
Investments held in Trust Account
      1      $ 17,483,547      $ 237,373,538  
Liabilities:
                           
Warrant liability – Private Placement Warrants
      3      $ 840,000      $ 1,200,000  
Warrant liability – Public Warrants
      1      $ 805,000      $ 1,150,000  
The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC
815-40
and are presented within liabilities on the condensed balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and
one-half
of one Public Warrant) and (ii) the sale of Private Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the issuance due to the use of unobservable inputs.
 
21
As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2023:
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at June 30, 2023
    $ 480,000  
Change in fair value of derivative warrant liabilities
      360,000  
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at December 31, 2022
    $ 1,200,000  
Change in fair value of derivative warrant liabilities
      (360,000 ) 
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
As of September 30, 2023 and December 31, 2022, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:
 
    
September 30,

2023
    
December 31,

2022
  
Risk-free interest rate
      4.60 %      3.99 % 
Expected volatility of underlying shares
      2.00 %      2.00 % 
Dividend yield
      0.00 %      0.00 % 
Probability of business combination
      5.00 %      12.00 % 
 
22
The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:
 
    
Private

Placement

Warrants
     
Public

Warrants
     
Total
  
Fair value at December 31, 2022
    $ 1,200,000      $ 1,150,000      $ 2,350,000  
Change in fair value
      (360,000 )       (345,000 )       (705,000 ) 
Fair value at September 30, 2023
    $ 840,000      $ 805,000      $ 1,645,000  
As of September 30, 2023 and December 31,
2022,
the derivative liability was $1,645,000 and $2,350,000, respectively. In addition, for the three and nine months ended September 30, 2023, the Company recorded a loss of $705,000 and a gain of $705,000 on the change in fair value of the derivative warrants on the
condensed 
statements of operations, respectively.
NOTE 10. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than the below that would have required adjustment or disclosure in the financial statements.
On October 9, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
The Company disclosed its receipt of the Notice pursuant to a Form 8-K filed on October 13, 2023, as required by NASDAQ rules. The Company has 45 calendar days from its receipt of the Notice, or until November 23, 2023, to submit a plan to regain compliance with Nasdaq Listing Rule 5450(a)(2). If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
23

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the financial condition and results of operations of AltEnergy Acquisition Corp. (the “Company”) should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in the Risk Factors section of our Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on May 23, 2023, and in our other SEC filings. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). We intend to effectuate an initial business combination using cash from the proceeds of our initial public offering (the “Public Offering”) that closed on November 2, 2021 (the “Closing Date”) and the private placement warrants sold in a private placement (the “Private Placement Warrants”) that closed simultaneously with the completion of the Public Offering, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares in connection with an initial business combination to the owners of the target or other investors:

 

•  

may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of shares of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

 

•  

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

 

24

Table of Contents
•  

could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

 

•  

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

 

•  

may adversely affect prevailing market prices for our Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

 

•  

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

 

•  

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

 

•  

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

 

•  

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

 

•  

our inability to pay dividends on our common stock;

 

•  

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

 

•  

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 

•  

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

 

•  

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

 

•  

other purposes and other disadvantages compared to our competitors who have less debt.

 

25

Table of Contents

In the short term, we expect to continue to incur significant costs in the pursuit of our initial business combination. There can be no assurance that our plans to raise capital or to complete our initial business combination will be successful.

Extension of Combination Period

On April 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). As of April 10, 2023, the record date of the Special Meeting, there were 28,750,000 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 23,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the Special Meeting, the Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Amendment”) to extend the date from May 2, 2023, to May 2, 2024 (the “Extension,” and such proposal, the “Extension Proposal”) by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”) or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s initial public offering that was consummated on November 2, 2021. On April 28, 2023, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware. Stockholders holding 21,422,522 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”) in connection with the Extension. As a result, $222,484,624 (approximately $10.38 per share) was removed from the Trust Account on or about May 15, 2023 to pay such holders, and an additional $855,761 was removed from the Trust Account on or about May 9, 2023. As of September 30, 2023 there was $17,483,547 (or approximately $11.08 per share of Class A common stock that is subject to redemption) held in the Trust Account.

On April 28, 2023, following the Special Meeting, 5,500,000 shares of Class B Common Stock were converted into Class A Shares, which Class A Shares are not subject to redemption.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception were organizational activities, those necessary to prepare for the initial public offering, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a business combination.

For the three months ended September 30, 2023 and 2022, we had a net loss of $727,307 and net income of $920,184, respectively. Our net loss for the three months ended September 30, 2023 consisted of interest income earned on the funds held in Trust in the amount of $227,386 and income tax benefit of $62,494 offset by a loss of $705,000 on the change in fair value of the derivative warrant liabilities associated with the warrants issued as part of the Units sold in the Public Offering and the Private Placement Warrants, operating expenses that total $306,052, and interest expense of $6,135. Our net income for the three months ended September 30, 2022 consisted of interest income earned on the funds held in Trust in the amount of $1,031,530, a gain of $235,000 on the change in fair value of the derivative warrant liabilities associated with the warrants issued as part of the Units sold in the Public Offering and the Private Placement Warrants offset by operating expenses that total $323,407 and income tax expense of $22,939.

For the nine months ended September 30, 2023 and 2022, we had net income of $2,422,758 and $10,089,460, respectively. Our net income for the nine months ended September 30, 2023 consisted of interest income earned on the funds held in Trust in the amount of $3,984,184, a gain of $705,000 on the change in fair value of the derivative warrant liabilities associated with the warrants issued as part of the Units sold in the Public Offering and the Private Placement Warrants offset by operating expenses that total $1,337,787, interest expense of $11,138 and income tax expense of $917,501. Our net income for the nine months ended September 30, 2022 consisted of interest income earned on the funds held in Trust in the amount of $1,436,349, a gain of $10,230,000 on the change in fair value of the derivative warrant liabilities associated with the warrants issued as part of the Units sold in the Public Offering and the Private Placement Warrants offset by operating expenses that total $1,101,157 and income tax expense of $475,732.

 

26

Table of Contents

Going Concern Considerations, Liquidity and Capital Resources

As of September 30, 2023 there was $17,483,547 (or approximately $11.08 per share) held in the Trust Account. Cash of $79,413 was held outside of the Trust Account on September 30, 2023 and was available for working capital purposes. As of September 30, 2023, there was $241,544 held in the investment account of which is $235,762 is reserved to pay taxes and dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company may lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Management has also determined that, in accordance with the Company’s amended and restated articles of incorporation, if the Company is unsuccessful in consummating an initial business combination by May 2, 2024 (after giving effect to the Extension of the Combination Period discussed above) as discussed above, the Company will cease all operations, redeem the 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 of this uncertainty. The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, and amounts paid to redeem public shares, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing (including any cash available from the Trust Account), the Company will need to arrange for third-party financing.

We may have insufficient funds available to operate our business prior to completing our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of the remaining public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of September 30, 2023, we had cash of $320,957 held outside the Trust Account, of which $235,762 is reserved to pay taxes and dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved. We intend to use all of such funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. The balance will be used to pay accrued taxes.

 

27

Table of Contents

Convertible Working Capital Loan

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into private placement units at a price of $1.00 per warrant at the option of the lender.

Loan Payable — Sponsor

Additionally, per a Commitment Letter, dated July 19, 2022, the Sponsor undertook upon the Company’s written request to make available an aggregate amount of up to $250,000 to provide the Company funds for working capital purposes to ensure that the Company would continue as a going concern for at least 12 months. A second Commitment Letter was dated May 4, 2023 for up to an additional $750,000. During the nine months ended September 30, 2023, the Sponsor loaned an aggregate of $535,000 to the Company for working capital purposes. As of September 30, 2023 and December 31, 2022, $710,000 and $175,000 remained outstanding, respectively.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $15,000 for office space, utilities and administrative support to the Company. We began incurring these fees on October 28, 2021. On January 28, 2023 this agreement was amended to provide that, rather than be payable on a monthly basis, the payments due thereunder commencing with the monthly payment payable on or about February 28, 2023 shall accrue and be payable on the completion of a business combination or the Company’s liquidation.

Pursuant to the Underwriting Agreement with B. Riley securities, Inc., upon the consummation of our initial business combination, we will pay B. Riley Securities, Inc. a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable). No fee will be due if we do not complete an initial business combination.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to possible redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as

 

28

Table of Contents

temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $17,366,793 and $236,385,597 are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The shares of Class A common stock that were issued upon conversion of shares of Class B common stock are not subject to redemption and accordingly are presented in the stockholders’ deficit section of the Company’s balance sheets.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 2, 2021) and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Warrants Instruments

We evaluated the Warrants in accordance with ASC 815-40, “Derivatives and Hedging-Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities on the Balance Sheet. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs.

As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of September 30, 2023 and December 31, 2022, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022, per Public Warrant, respectively, to estimate the volatility for the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to

 

29

Table of Contents

unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

•  

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

•  

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

•  

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Net income per share

Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The warrants are exercisable to purchase 23,500,000 shares of Class A common stock in the aggregate.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2023, we were not subject to any market or interest rate risk.

We have not engaged in any hedging activities since our inception. We do not expect to engage in any hedging activities with respect to the market risk to which we are exposed.

Item 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”), such as this annual report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial and accounting officer (our “Certifying Officers”) evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023, pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Company’s principal executive officer and principal financial officer have concluded that, material weaknesses exist related our accounting for complex financial instruments and our accounting and reporting for the completeness and accuracy of warrant liabilities and the corresponding change in the fair value of the warrant liability, that led to the restatement of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In addition to the remediation steps discussed below, the Company added additional steps to its internal financial review process in order to provide reasonable assurance that a reoccurrence of a material misstatement of any item in our financial statements will not occur.

 

30

Table of Contents

A material weakness is a deficiency, or a combination of deficiencies, in disclosure controls and procedures or internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

Effective disclosure controls and internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

If we identify any new material weakness in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

During the three months ended September 30, 2023, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Risk Factors section of our Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on May 23, 2023 (“10-K”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our 10-K other than the addition of the risk factor set forth below.

 

31

Table of Contents

Risks Related to Taxes

New legislation that would change U.S. or foreign taxation of business activities could seriously harm our business, or the financial markets and the market price of our Class A common stock.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,224,846 on the condensed balance sheets as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

 

32

Table of Contents

Item 6. Exhibits.

 

Exhibit No.   

Description

    31.1*    Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
    31.2*    Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
    32.1*    Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
    32.2*    Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
  101.INS*    Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
  101.CAL*    Inline XBRL Taxonomy Extension Schema Document
  101.SCH*    Inline XBRL Taxonomy Extension Calculation Linkbase Document
  101.DEF*    Inline XBRL Taxonomy Extension Definition Linkbase Document
  101.LAB*    Inline XBRL Taxonomy Extension Label Linkbase Document
  101.PRE*    Inline XBRL Taxonomy Extension Presentation Linkbase Document
  104*    The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

 

*

Furnished.

 

33

Table of Contents

SIGNATURES

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

November 3, 2023

 

ALTENERGY ACQUISITION CORP.
By:  

/s/ Russell Stidolph

Name:   Russell Stidolph
Title:  

Chief Executive Officer

(principal executive officer)

By:  

/s/ Jonathan Darnell

Name:   Jonathan Darnell
Title:  

Chief Financial Officer

(principal financial officer)

 

34

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Russell Stidolph, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AltEnergy Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 3, 2023

 

/s/ Russell Stidolph

Russell Stidolph
Chief Executive Officer and Chairman
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Darnell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AltEnergy Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 3, 2023

 

/s/ Jonathan Darnell

Jonathan Darnell
Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Russell Stidolph, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Russell Stidolph

Russell Stidolph
Chief Executive Officer and Chairman

November 3, 2023

 

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Darnell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Jonathan Darnell

Jonathan Darnell
Chief Financial Officer
November 3, 2023
v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Nov. 03, 2023
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
Document Quarterly Report true  
Document Transition Report false  
Entity Registrant Name AltEnergy Acquisition Corp.  
Entity Central Index Key 0001852016  
Entity File Number 001-40984  
Entity Tax Identification Number 85-2157013  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company true  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 600 Lexington Avenue  
Entity Address, Address Line Two 9th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10022  
City Area Code 203  
Local Phone Number 299-1400  
Capital Units [Member]    
Document Information [Line Items]    
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant  
Trading Symbol AEAEU  
Security Exchange Name NASDAQ  
Common Class A [Member]    
Document Information [Line Items]    
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol AEAE  
Security Exchange Name NASDAQ  
Entity Common Stock, Shares Outstanding   7,077,478
Warrant [Member]    
Document Information [Line Items]    
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share  
Trading Symbol AEAEW  
Security Exchange Name NASDAQ  
Common Class B [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   250,000
v3.23.3
Condensed Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 79,413 $ 212,232
Prepaid expenses 57,853 379,264
Other investments held to maturity 241,544 0
Total Current Assets 378,810 591,496
Investments held in the Trust Account 17,483,547 237,373,538
Total Assets 17,862,357 237,965,034
Current Liabilities:    
Accounts payable and accrued expenses 90,718 101,396
Accrued Tax Payable – Franchise Tax 0 73,739
Accrued Tax Payable – Income Tax 252,567 295,065
Accrued Tax Payable – Excise Tax 2,224,846  
Other accrued expenses – deferred 137,995 12,815
Loan payable – Sponsor 710,000 175,000
Total Current Liabilities 3,562,264 673,227
Derivative warrant liabilities 1,645,000 2,350,000
Deferred underwriting commission 8,050,000 8,050,000
Total liabilities 13,257,264 11,073,227
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 1,577,478 and 23,000,000 shares at September 30, 2023 and December 31, 2022, respectively 17,366,793 236,385,597
Stockholders' deficit:    
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding 0 0
Additional paid-in capital 0 0
Accumulated deficit (12,762,275) (9,494,365)
Total Stockholders' Deficit (12,761,700) (9,493,790)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit 17,862,357 237,965,034
Related Party [Member]    
Current Liabilities:    
Due to related party 146,138 15,212
Class A common stock [Member]    
Stockholders' deficit:    
Common stock value 550 0
Class B common stock [Member]    
Stockholders' deficit:    
Common stock value $ 25 $ 575
v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Nov. 02, 2021
Preferred stock par or stated value per share $ 0.0001 $ 0.0001  
Preferred stock shares authorized 1,000,000 1,000,000  
Preferred stock shares issued 0 0  
Preferred stock shares outstanding 0 0  
Common Stock Subject To Possible Redemption 1,577,478 23,000,000  
Class A common stock [Member]      
Common stock par or stated value per share $ 0.0001 $ 0.0001 $ 0.0001
Common stock shares authorized 100,000,000 100,000,000  
Common stock shares issued 5,500,000 0  
Common stock shares outstanding 5,500,000 0  
Common Stock Subject To Possible Redemption 1,577,478 23,000,000  
Class B common stock [Member]      
Common stock par or stated value per share $ 0.0001 $ 0.0001  
Common stock shares authorized 10,000,000 10,000,000  
Common stock shares issued 250,000 5,750,000  
Common stock shares outstanding 250,000 5,750,000  
v3.23.3
Condensed Statements of Operations - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
EXPENSES        
Administrative fee - related party $ 45,000 $ 45,000 $ 135,000 $ 135,000
General and administrative 261,052 278,407 1,202,787 966,157
TOTAL EXPENSES 306,052 323,407 1,337,787 1,101,157
OTHER INCOME (EXPENSE)        
Income earned on investments held in Trust Account 227,386 1,031,530 3,984,184 1,436,349
Change in fair value of warrant liabilities (705,000) 235,000 705,000 10,230,000
Interest expense (6,135) 0 (11,138) 0
TOTAL OTHER INCOME, NET (483,749) 1,266,530 4,678,046 11,666,349
Net income (loss) before income tax provision (789,801) 943,123 3,340,259 10,565,192
Income tax benefit (provision) 62,494 (22,939) (917,501) (475,732)
Net income (loss) (727,307) 920,184 2,422,758 10,089,460
Common Class A [Member]        
OTHER INCOME (EXPENSE)        
Net income (loss) $ (702,493) $ 736,147 $ 2,039,007 $ 8,071,568
Weighted Average Number of Shares Outstanding, Basic 7,077,478 23,000,000 13,959,740 23,000,000
Weighted Average Number of Shares Outstanding, Diluted 7,077,478 23,000,000 13,959,740 23,000,000
Earnings Per Share, Basic $ (0.1) $ 0.03 $ 0.15 $ 0.35
Earnings Per Share, Diluted $ (0.1) $ 0.03 $ 0.15 $ 0.35
Common Class B [Member]        
OTHER INCOME (EXPENSE)        
Net income (loss) $ (24,814) $ 184,037 $ 383,751 $ 2,017,892
Weighted Average Number of Shares Outstanding, Basic 250,000 5,750,000 2,627,289 5,750,000
Weighted Average Number of Shares Outstanding, Diluted 250,000 5,750,000 2,627,289 5,750,000
Earnings Per Share, Basic $ (0.1) $ 0.03 $ 0.15 $ 0.35
Earnings Per Share, Diluted $ (0.1) $ 0.03 $ 0.15 $ 0.35
v3.23.3
Condensed Statements of Changes in Stockholder's Deficit - USD ($)
Total
Class B common stock [Member]
Class A common stock [Member]
Common Stock [Member]
Class B common stock [Member]
Common Stock [Member]
Class A common stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2021 $ (20,562,426)     $ 575   $ 0 $ (20,563,001)
Beginning Balance (Shares) at Dec. 31, 2021       5,750,000      
Net Income (Loss) 8,260,876           8,260,876
Ending Balance at Mar. 31, 2022 (12,301,550)     $ 575   0 (12,302,125)
Ending Balance (Shares) at Mar. 31, 2022       5,750,000      
Beginning Balance at Dec. 31, 2021 (20,562,426)     $ 575   0 (20,563,001)
Beginning Balance (Shares) at Dec. 31, 2021       5,750,000      
Net Income (Loss) 10,089,460 $ 2,017,892 $ 8,071,568        
Ending Balance at Sep. 30, 2022 (10,472,966)     $ 575   0 (10,473,541)
Ending Balance (Shares) at Sep. 30, 2022       5,750,000      
Beginning Balance at Dec. 31, 2021 (20,562,426)     $ 575   0 (20,563,001)
Beginning Balance (Shares) at Dec. 31, 2021       5,750,000      
Remeasurement of Class A common stock subject to possible redemption to redemption amount     (1,785,597)        
Ending Balance at Dec. 31, 2022 (9,493,790)     $ 575 $ 0 0 (9,494,365)
Ending Balance (Shares) at Dec. 31, 2022       5,750,000 0    
Beginning Balance at Mar. 31, 2022 (12,301,550)     $ 575   0 (12,302,125)
Beginning Balance (Shares) at Mar. 31, 2022       5,750,000      
Net Income (Loss) 908,400           908,400
Ending Balance at Jun. 30, 2022 (11,393,150)     $ 575   0 (11,393,725)
Ending Balance (Shares) at Jun. 30, 2022       5,750,000      
Net Income (Loss) 920,184 184,037 736,147       920,184
Ending Balance at Sep. 30, 2022 (10,472,966)     $ 575   0 (10,473,541)
Ending Balance (Shares) at Sep. 30, 2022       5,750,000      
Beginning Balance at Dec. 31, 2022 (9,493,790)     $ 575 $ 0 0 (9,494,365)
Beginning Balance (Shares) at Dec. 31, 2022       5,750,000 0    
Remeasurement of Class A common stock subject to possible redemption to redemption amount (2,244,190)   (2,244,190)       (2,244,190)
Net Income (Loss) 1,807,666           1,807,666
Ending Balance at Mar. 31, 2023 (9,930,314)     $ 575 $ 0 0 (9,930,889)
Ending Balance (Shares) at Mar. 31, 2023       5,750,000 0    
Beginning Balance at Dec. 31, 2022 (9,493,790)     $ 575 $ 0 0 (9,494,365)
Beginning Balance (Shares) at Dec. 31, 2022       5,750,000 0    
Net Income (Loss) 2,422,758 383,751 2,039,007        
Ending Balance at Sep. 30, 2023 (12,761,700)     $ 25 $ 550 0 (12,762,275)
Ending Balance (Shares) at Sep. 30, 2023       250,000 5,500,000    
Beginning Balance at Mar. 31, 2023 (9,930,314)     $ 575 $ 0 0 (9,930,889)
Beginning Balance (Shares) at Mar. 31, 2023       5,750,000 0    
Remeasurement of Class A common stock subject to possible redemption to redemption amount (951,751)   (951,751)       (951,751)
Excise tax imposed on common stock redemptions (2,224,846)           (2,224,846)
Class B common stock converted to Class A common stock       $ (550) $ 550    
Class B common stock converted to Class A common stock (Shares)       (5,500,000) 5,500,000    
Net Income (Loss) 1,342,399           1,342,399
Ending Balance at Jun. 30, 2023 (11,764,512)     $ 25 $ 550 0 (11,765,087)
Ending Balance (Shares) at Jun. 30, 2023       250,000 5,500,000    
Remeasurement of Class A common stock subject to possible redemption to redemption amount (269,881)   (269,881)       (269,881)
Net Income (Loss) (727,307) $ (24,814) $ (702,493)       (727,307)
Ending Balance at Sep. 30, 2023 $ (12,761,700)     $ 25 $ 550 $ 0 $ (12,762,275)
Ending Balance (Shares) at Sep. 30, 2023       250,000 5,500,000    
v3.23.3
Condensed Statements of Cash Flows - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash Flows From Operating Activities:    
Net income $ 2,422,758 $ 10,089,460
Adjustments to reconcile net income to net cash used in operating activities:    
Investment income earned on investments held in the Trust Account (3,984,184) (1,436,349)
Gain on change in fair value of derivative liabilities (705,000) (10,230,000)
Gain on change in fair value of held to maturity investments (6,646) 0
Change in deferred taxes payable (42,498) 262,687
Changes in operating assets and liabilities:    
Prepaid expenses 321,411 7,500
Other assets 0 336,426
Other deferred expenses 125,180 0
Accounts payable and accrued expenses (84,419) (34,097)
Net Cash Used In Operating Activities (1,953,398) (1,004,373)
Cash Flows From Investing Activities:    
Taxes paid from trust 533,789 252,572
Cash withdrawn from Trust Account to redeeming stockholders 222,484,624 0
Funds withdrawn from Trust Account for Taxes Payable and Dissolution 855,762 0
Funds deposited into held to maturity investment account (775,762) 0
Funds withdrawn from held to maturity investment account 540,864 0
Net Cash Provided by Investing Activities 223,639,277 252,572
Cash Flows From Financing Activities:    
Redemption of Class A common stock (222,484,624) 0
Proceeds from loan payable - Sponsor 535,000 0
Proceeds from issuance of Class A ordinary shares 130,926 0
Repayment of promissory note 0 (3,873)
Payments of offering costs 0 (8,082)
Net Cash Used In Financing Activities (221,818,698) (11,955)
Net change in cash (132,819) (763,756)
Cash at beginning of period 212,232 979,226
Cash at end of period 79,413 215,470
Supplemental Cash Flow Information:    
Cash paid for income taxes 460,000 0
Supplemental Schedule of Non-cash financing activities:    
Remeasurement of Class A common stock subject to possible redemption to redemption amount 3,465,822 0
Excise tax liability accrued for common stock redemptions $ 2,224,846 $ 0
v3.23.3
Description of Organization and Business Operations and Liquidity
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization and Business Operations and Liquidity
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY
AltEnergy Acquisition Corp. (the “Company”) was incorporated in Delaware on February 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after completion of the Business Combination at the earliest. The Company will generate
non-operating
income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.
Simultaneously with the closing of the Initial Public Offering and the exercise by the underwriters of the over-allotment option, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) (including 1,200,000 warrants purchased in connection with the exercise of the over-allotment option) and 400,000 warrants to an affiliate of the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $12,000,000.
Following the closing of the Initial Public Offering on November 2, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “
Trust Account
”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.
As of November 2, 2021, transaction costs 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 April 28, 2023, following the approval by the stockholders of the Company at a special meeting of stockholders the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to extend the date from May 2, 2023 (18 months from the closing of the Initial Public Offering), to May 2, 2024 (30 months for the closing of the Initial Public Offering) (the “
Extension
,”) by which the Company must (1) consummate a Business Combination or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of
the units sold in the Company’s Initial Public Offering. Stockholders holding 21,422,522 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account in connection with the Extension. As a result, $222,484,624 (approximately $10.38 per share) was removed from the Trust Account on or about May 15, 2023 to pay such holders, and an additional $855,762 was removed from the Trust Account on or about May 9, 2023 and deposited into an investment account.
As of September 30, 2023 there was $17,483,547 (or approximately $11.08 per share) held in the Trust Account. Cash of $79,413 was held outside of the Trust Account on September 30, 2023 and was available for working capital purposes. As of September 30, 2023, there was $241,544 held in the investment account of which is $235,762 is reserved to pay accrued taxes and dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule
2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “
Distinguishing Liabilities from Equity
.”
The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
 
If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.
The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or
pre-business
combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If the Company has not completed a Business Combination within 30 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern, Liquidity and Management’s Plan
As of September 30, 2023, the Company had investments held in the Trust Account of approximately $17.5 million principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by the Company to pay taxes. As of September 30, 2023, the Company had a working capital deficit of approximately $3.2 million, current liabilities of approximately $3.6 million, including taxes payable of approximately $253,000 which can be recovered from Trust and cash of approximately $79,000. In addition, the Company had approximately $242,000 held in an investment account, of which $100,000 that was reserved to pay dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company may lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Management has also determined that, in accordance with the Company’s amended and restated articles of incorporation, if the Company is unsuccessful in consummating an initial business combination by May 2, 2024, the Company will cease all operations, redeem the 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 of this uncertainty. The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern.
The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing (including any cash available from the Trust Account), the Company will need to arrange for third-party financing.
The Company is required to complete an initial business combination within 30 months from the closing of the IPO. If the Company is unable to complete an initial business combination within 30 months from the closing of the IPO, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
 
Risks and Uncertainties
Management continues to evaluate for any potential impact as a result of the
COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
v3.23.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the SEC on Form
10-K/A
(Amendment No. 1) on May 23, 2023. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $241,544 held across 2 Treasury bills and $0 as of September 30, 2023 and December 31, 2022, respectively.
Investments held in Trust Account
At September 30, 2023 and December 31, 2022, the Company’s portfolio of investments held in the Trust Account are invested in mutual funds and government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule
2a-7
of the Investment Company Act.
Offering Costs associated with an Initial Public Offering
The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities were expensed as incurred and offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $705,589 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $12,650,000, were allocated between temporary equity and the Public Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $926,044 were allocated to the Public Warrants and the Private Placement Warrants and were expensed in the statement of operations for the period ended December 31, 2021.
Class A common stock subject to possible redemption
The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $17,366,793 and $236,385,597, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.
 
At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:
 
Class A common stock subject to possible redemption at December 31, 2021
    $ 234,600,000  
Fair value adjustment of Class A common stock to redemption value
      1,785,597  
    
 
 
  
Class A common stock subject to possible redemption at December 31, 2022
      236,385,597  
Fair value adjustment of Class A common stock to redemption value
      2,244,190  
    
 
 
  
Class A common stock subject to possible redemption at March 31, 2023
      238,629,787  
Fair value adjustment of Class A common stock to redemption value
      951,751  
Fair value of redeemed Class A common stock
      (222,484,626 ) 
    
 
 
  
Class A common stock subject to possible redemption at June 30, 2023
      17,096,912  
Fair value adjustment of Class A common stock to redemption value
      269,881  
    
 
 
  
Class A common stock subject to possible redemption at September 30, 2023
    $ 17,366,793  
    
 
 
  
Net income per share
Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the
two-class
method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings and losses of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The warrants are exercisable to purchase 23,500,000 shares of Class A common stock in the aggregate.
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
 
 
  
For the Three Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net loss per share of common stock
                  
Numerator:
                  
Allocation of net loss
    $ (702,493 )     $ (24,814 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      7,077,478        250,000  
Basic and diluted net loss per share of common stock
    $ (0.10 )    $ (0.10 ) 
 
 
  
For the Three Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
$ 736,147      $ 184,037  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.03      $ 0.03  
 
 
  
For the Nine Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 2,039,007      $ 383,751  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      13,959,740        2,627,289  
Basic and diluted net income per share of common stock
    $ 0.15      $ 0.15  
 

 
  
For the Nine Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 8,071,568      $ 2,017,892  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.35      $ 0.35  
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
 
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was (7.9%) and 
2.4
% for the three months ended September 30, 2023 and 2022, respectively, and
27.5% and 4.5% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability, the change in valuation allowance on the deferred tax assets, and redemption costs.
New Law and Changes
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,224,846 on the condensed balance sheets as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional
paid-in
capital or accumulated deficit if additional
paid-in
capital is not available.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 2, 2021) and
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. The Company has determined the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
 
Warrant Instruments
The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be
re-measured
at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of the Public Warrants and the Private Placement Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets.
v3.23.3
Initial Public Offering
 9 Months Ended
Sep. 30, 2023
Disclosure Of Initial Public Offering [Abstract]  
Initial Public Offering
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and
one-half
of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment.
 
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.
Following the closing of the Initial Public Offering on November 2, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account.
v3.23.3
Private Placement
 9 Months Ended
Sep. 30, 2023
Disclosure Of Private Placement [Abstract]  
Private Placement
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) and 400,000 warrants to an affiliate of the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $12,000,000.
A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
v3.23.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On March 25, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an
as-converted
basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. Upon exercise of the underwriters’ over-allotment option, these shares were no longer subject to forfeiture.
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Our underwriter entered into a purchase agreement in connection with the closing of the Initial Public Offering pursuant to which it or its affiliates purchased from our sponsor an aggregate of 400,000 Founder Shares at a price of $4.00 per Founder Share, or an aggregate purchase price of $1,600,000, which was paid at the time of the closing of the Initial Public Offering. The Founder Shares will be delivered by the Sponsor to the underwriter or its affiliate upon consummation of our initial Business Combination and immediately following the expiration of the transfer restrictions applicable to the Founder Shares.
On April 28, 2023, in connection with the Extension, 5,500,000 Founder Shares were converted into shares of Class A common stock.
 
Promissory Note — Related Party
On March 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company had the ability to borrow up to an aggregate principal amount of $250,000. The Promissory Note was
non-interest
bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation 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 Administrative Services
The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial, and administrative support services. This agreement was amended on January 28, 2023 to provide that, rather than be payable on a monthly basis, the payments due thereunder commencing with the monthly payment payable on or about February 28, 2023, shall accrue and be payable on the consummation of the Business Combination or the Company’s liquidation. During the three months and nine months ended September 30, 2023, the Company recorded $45,000 and $135,000, respectively, in administrative fees. As of September 30, 2023 and December 31, 2022, there was a balance of $135,000 and $15,000, respectively, due to the affiliate, which amount is included in due to related party on the accompanying condensed balance sheets.
Related Party Loans
Convertible Working Capital Loans
In order to fund working capital deficiencies, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under the Working Capital Loans.
Loan payable — Sponsor
Per a Commitment Letter, dated July 19, 2022, the Sponsor undertook upon the Company’s written request to make available an aggregate amount of up to $250,000 to provide the Company funds for working capital purposes to ensure that the Company would continue as a going concern for at least 12 months A second Commitment Letter was dated May 4, 2023 for up to an additional $750,000. During the nine months ended September 30, 2023, the Sponsor loaned an aggregate of $535,000 to the Company for working capital purposes. As of September 30, 2023 and December 31, 2022, $710,000 and $175,000 remained outstanding, respectively.
Consulting Agreement
The Company and its Chief Financial Officer (“CFO”) entered into a consulting agreement pursuant to which the CFO was entitled to receive $15,600 per month for services rendered, commencing February 1, 2021, through the closing of our initial business combination. On April 1, 2022, the agreement with the CFO was amended so that the CFO would be paid $10,400 per month and an additional amount of $5,200 per month beginning April 1, 2022 through the consummation of the initial business combination would become payable upon a successful consummation of a business combination. If a successful business combination does not occur, the Company would not be required to pay this additional contingent amount. The consulting agreement was further amended on January 1, 2023, to provide that commencing on January 1, 2023, 100% of the consulting fee of $15,600 per month shall be accrued by the
Company for the CFO’s benefit to be paid upon the closing of a business combination if such closing occurs, and if such business combination does not occur, then the accrued amount shall not be due or paid. The additional contingent fees pursuant to the amendments of the consulting agreement have therefore not been accrued for as of September 30, 2023. For the three months ended September 30, 2023 and September 30, 2022, the Company recorded $0 and $31,200 of compensation for services provided, and for the nine months ended September 30, 2023 and 2022, the Company recorded $0 and $109,200 of compensation for services provided. As of September 30, 2023 and December 31, 2022, there was no balance due to the CFO.
Limited Payments
The Company has agreed to pay its Chief Financial Officer a
one-time
fee of $150,000, upon the consummation of the initial business combination. The amount will only become payable upon a successful business combination. If a successful business combination does not occur, the Company will not be required to pay this contingent fee. This fee has therefore not been accrued for as of September 30, 2023 and December 31, 2022. There can be no assurances that the Company will complete a business combination.
The Company had agreed to pay its Chief Operating Officer a
one-time
fee of $300,000 upon the consummation of the initial business combination. The Chief Operating Officer resigned effective June 6, 2023. Accordingly, the Company will not be required to pay this contingent fee. The amount would only have become payable upon a successful business combination. If a successful business combination does not occur, the Company would not have been required to pay this contingent fee. This fee has therefore not been accrued for as of September 30, 2023 and December 31, 2022.
v3.23.3
Commitments And Contingencies
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their
lock-up
restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
45-day
option from the date of Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $4,600,000 paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000. Also, in connection with the exercise of the over-allotment option, the Sponsor purchased 1,200,000 Private Placement Warrants at a purchase price of $1.00 per warrant.
v3.23.3
Stockholder's Deficit
 9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Stockholder's Deficit
NOTE 7. STOCKHOLDERS’ DEFICIT
Preferred Stock
— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class
 A Common Stock
— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 1,577,478 shares and 23,000,000 shares of the Class A common stock that were classified as temporary equity in the accompanying balance sheets. In addition, there were 5,500,000 shares of Class A Common Stock outstanding that were issued upon the conversion of 5,500,000 shares of Class B common stock into 5,500,000 shares of Class A common stock on April 28, 2023, which are not subject to redemption.
Class
 B Common Stock
— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 250,000 shares and 5,750,000 shares of Class B common stock issued and outstanding, respectively.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering.
The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a
one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest in the target to us in a Business Combination.
v3.23.3
Warrant Liabilities
 9 Months Ended
Sep. 30, 2023
Warrants and Rights Note Disclosure [Abstract]  
Warrant Liabilities
NOTE 8. WARRANT LIABILITIES
Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
 
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per Public Warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption, or the
30-day
redemption period to each warrant holder; and
 
  •  
if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public
Warrants
will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are
non-redeemable,
except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
v3.23.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
Level 1:    Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
Level 2:    Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
Level 3:    Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description:
   
Level
     
September 30,

2023
     
December 31,

2022
  
Assets:
                           
Investments in Treasury Bills
      1      $ 241,544        —  
Investments held in Trust Account
      1      $ 17,483,547      $ 237,373,538  
Liabilities:
                           
Warrant liability – Private Placement Warrants
      3      $ 840,000      $ 1,200,000  
Warrant liability – Public Warrants
      1      $ 805,000      $ 1,150,000  
The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC
815-40
and are presented within liabilities on the condensed balance sheets. The warrant liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and
one-half
of one Public Warrant) and (ii) the sale of Private Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption (temporary equity) based on their relative fair values at the initial measurement date. The Public Warrants and the Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the issuance due to the use of unobservable inputs.
 
As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2023:
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at June 30, 2023
    $ 480,000  
Change in fair value of derivative warrant liabilities
      360,000  
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at December 31, 2022
    $ 1,200,000  
Change in fair value of derivative warrant liabilities
      (360,000 ) 
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
As of September 30, 2023 and December 31, 2022, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:
 
    
September 30,

2023
    
December 31,

2022
  
Risk-free interest rate
      4.60 %      3.99 % 
Expected volatility of underlying shares
      2.00 %      2.00 % 
Dividend yield
      0.00 %      0.00 % 
Probability of business combination
      5.00 %      12.00 % 
 
The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:
 
    
Private

Placement

Warrants
     
Public

Warrants
     
Total
  
Fair value at December 31, 2022
    $ 1,200,000      $ 1,150,000      $ 2,350,000  
Change in fair value
      (360,000 )       (345,000 )       (705,000 ) 
Fair value at September 30, 2023
    $ 840,000      $ 805,000      $ 1,645,000  
As of September 30, 2023 and December 31,
2022,
the derivative liability was $1,645,000 and $2,350,000, respectively. In addition, for the three and nine months ended September 30, 2023, the Company recorded a loss of $705,000 and a gain of $705,000 on the change in fair value of the derivative warrants on the
condensed 
statements of operations, respectively.
v3.23.3
Subsequent Events
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
NOTE 10. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than the below that would have required adjustment or disclosure in the financial statements.
On October 9, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.
The Company disclosed its receipt of the Notice pursuant to a Form 8-K filed on October 13, 2023, as required by NASDAQ rules. The Company has 45 calendar days from its receipt of the Notice, or until November 23, 2023, to submit a plan to regain compliance with Nasdaq Listing Rule 5450(a)(2). If the Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
v3.23.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2022 filed with the SEC on Form
10-K/A
(Amendment No. 1) on May 23, 2023. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.
Reclassifications
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash equivalents of $241,544 held across 2 Treasury bills and $0 as of September 30, 2023 and December 31, 2022, respectively.
Investments held in Trust Account
Investments held in Trust Account
At September 30, 2023 and December 31, 2022, the Company’s portfolio of investments held in the Trust Account are invested in mutual funds and government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule
2a-7
of the Investment Company Act.
Offering Costs associated with an Initial Public Offering
Offering Costs associated with an Initial Public Offering
The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC
340-10-S99-1
and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities were expensed as incurred and offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $705,589 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $12,650,000, were allocated between temporary equity and the Public Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $926,044 were allocated to the Public Warrants and the Private Placement Warrants and were expensed in the statement of operations for the period ended December 31, 2021.
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption
The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption in the amount of $17,366,793 and $236,385,597, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.
 
At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:
 
Class A common stock subject to possible redemption at December 31, 2021
    $ 234,600,000  
Fair value adjustment of Class A common stock to redemption value
      1,785,597  
    
 
 
  
Class A common stock subject to possible redemption at December 31, 2022
      236,385,597  
Fair value adjustment of Class A common stock to redemption value
      2,244,190  
    
 
 
  
Class A common stock subject to possible redemption at March 31, 2023
      238,629,787  
Fair value adjustment of Class A common stock to redemption value
      951,751  
Fair value of redeemed Class A common stock
      (222,484,626 ) 
    
 
 
  
Class A common stock subject to possible redemption at June 30, 2023
      17,096,912  
Fair value adjustment of Class A common stock to redemption value
      269,881  
    
 
 
  
Class A common stock subject to possible redemption at September 30, 2023
    $ 17,366,793  
    
 
 
  
Net income per share
Net income per share
Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company applies the
two-class
method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. Net income per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings and losses of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The warrants are exercisable to purchase 23,500,000 shares of Class A common stock in the aggregate.
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
 
 
  
For the Three Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net loss per share of common stock
                  
Numerator:
                  
Allocation of net loss
    $ (702,493 )     $ (24,814 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      7,077,478        250,000  
Basic and diluted net loss per share of common stock
    $ (0.10 )    $ (0.10 ) 
 
 
  
For the Three Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
$ 736,147      $ 184,037  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.03      $ 0.03  
 
 
  
For the Nine Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 2,039,007      $ 383,751  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      13,959,740        2,627,289  
Basic and diluted net income per share of common stock
    $ 0.15      $ 0.15  
 

 
  
For the Nine Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 8,071,568      $ 2,017,892  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.35      $ 0.35  
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.
Income Taxes
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
 
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was (7.9%) and 
2.4
% for the three months ended September 30, 2023 and 2022, respectively, and
27.5% and 4.5% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2023 and 2022, due to changes in fair value in warrant liability, the change in valuation allowance on the deferred tax assets, and redemption costs.
New Law and Changes
New Law and Changes
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,224,846 on the condensed balance sheets as of September 30, 2023. The liability does not impact the condensed statements of operations and is offset against additional
paid-in
capital or accumulated deficit if additional
paid-in
capital is not available.
Derivative Financial Instruments
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 2, 2021) and
re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or
non-current
based on whether or not
net-cash
settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. The Company has determined the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.
Warrant Instruments
Warrant Instruments
The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be
re-measured
at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of the Public Warrants and the Private Placement Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.
As of September 30, 2023 and December 31, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2023 and December 31, 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants.
Fair Value Measurements
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
 
  •  
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
 
  •  
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
  •  
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Recent Accounting Standards
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets.
v3.23.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of common stock subject to redeemption
At September 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:
 
Class A common stock subject to possible redemption at December 31, 2021
    $ 234,600,000  
Fair value adjustment of Class A common stock to redemption value
      1,785,597  
    
 
 
  
Class A common stock subject to possible redemption at December 31, 2022
      236,385,597  
Fair value adjustment of Class A common stock to redemption value
      2,244,190  
    
 
 
  
Class A common stock subject to possible redemption at March 31, 2023
      238,629,787  
Fair value adjustment of Class A common stock to redemption value
      951,751  
Fair value of redeemed Class A common stock
      (222,484,626 ) 
    
 
 
  
Class A common stock subject to possible redemption at June 30, 2023
      17,096,912  
Fair value adjustment of Class A common stock to redemption value
      269,881  
    
 
 
  
Class A common stock subject to possible redemption at September 30, 2023
    $ 17,366,793  
    
 
 
  
Summary of calculation of basic and diluted net income (loss) per common share
The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):
 
 
  
For the Three Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net loss per share of common stock
                  
Numerator:
                  
Allocation of net loss
    $ (702,493 )     $ (24,814 ) 
Denominator:
                  
Basic and diluted weighted average shares outstanding
      7,077,478        250,000  
Basic and diluted net loss per share of common stock
    $ (0.10 )    $ (0.10 ) 
 
 
  
For the Three Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
$ 736,147      $ 184,037  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.03      $ 0.03  
 
 
  
For the Nine Months Ended

September 30, 2023
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 2,039,007      $ 383,751  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      13,959,740        2,627,289  
Basic and diluted net income per share of common stock
    $ 0.15      $ 0.15  
 

 
  
For the Nine Months Ended

September 30, 2022
 
 
  
Class A
 
  
Class B
 
Basic and diluted net income per share of common stock
                  
Numerator:
                  
Allocation of net income
    $ 8,071,568      $ 2,017,892  
Denominator:
                  
Basic and diluted weighted average shares outstanding
      23,000,000        5,750,000  
Basic and diluted net income per share of common stock
    $ 0.35      $ 0.35  
v3.23.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Summary Of Company's Assets And Liabilities That Are Measured At Fair Value
The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description:
   
Level
     
September 30,

2023
     
December 31,

2022
  
Assets:
                           
Investments in Treasury Bills
      1      $ 241,544        —  
Investments held in Trust Account
      1      $ 17,483,547      $ 237,373,538  
Liabilities:
                           
Warrant liability – Private Placement Warrants
      3      $ 840,000      $ 1,200,000  
Warrant liability – Public Warrants
      1      $ 805,000      $ 1,150,000  
Summary Of The Changes In The Fair Value Of The Company's Financial Instruments That Are Measured At Fair Value On A Recurring Basis
The following table provides a summary of the changes in the fair value of the Company’s financial instruments that are measured at fair value on a recurring basis:
 
    
Private

Placement

Warrants
     
Public

Warrants
     
Total
  
Fair value at December 31, 2022
    $ 1,200,000      $ 1,150,000      $ 2,350,000  
Change in fair value
      (360,000 )       (345,000 )       (705,000 ) 
Fair value at September 30, 2023
    $ 840,000      $ 805,000      $ 1,645,000  
Summary Of Fair Value Of The Derivative Feature Of The Warrants Was Calculated Using The Following Range Of Weighted Average Assumptions
As of September 30, 2023 and December 31, 2022, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:
 
    
September 30,

2023
    
December 31,

2022
  
Risk-free interest rate
      4.60 %      3.99 % 
Expected volatility of underlying shares
      2.00 %      2.00 % 
Dividend yield
      0.00 %      0.00 % 
Probability of business combination
      5.00 %      12.00 % 
Level 3 [Member]  
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]  
Summary Of The Changes In The Fair Value Of The Company's Financial Instruments That Are Measured At Fair Value On A Recurring Basis The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2023:
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at June 30, 2023
    $ 480,000  
Change in fair value of derivative warrant liabilities
      360,000  
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
 
    
Fair Value

Measurement

Using Level 3

Inputs Total
  
Balance, fair value at December 31, 2022
    $ 1,200,000  
Change in fair value of derivative warrant liabilities
      (360,000 ) 
    
 
 
  
Balance, fair value at September 30, 2023
    $ 840,000  
    
 
 
  
v3.23.3
Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($)
 1 Months Ended 9 Months Ended
May 15, 2023
May 09, 2023
Nov. 02, 2021
Apr. 28, 2023
Sep. 30, 2023
Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Unit issued price per unit         $ 10  
Investment of cash in trust account     $ 234,600,000      
Cash deposited in trust account per unit     $ 10.2      
Term of restricted investments     185 days      
Minimum net worth to consummate business combination         $ 5,000,001  
Percentage of public shares that would not be redeemed if business combination is not completed within initial combination period         100.00%  
Period to complete business combination from closing of the initial public offering         30 months  
Expenses payable on dissolution         $ 100,000  
Minimum per share amount to be maintained in the trust account         $ 10.2  
Transaction Costs     $ 13,355,589      
Underwriting Fees     4,600,000      
Deferred Underwriting Fees Payable     8,050,000      
Costs Related To the Initial Public Offering.     705,589      
Cash         $ 79,413 $ 212,232
Tax payable recovered from cash         79,000  
Deferred underwriting fees     $ 8,050,000      
Investments held in the Trust Account         17,483,547 237,373,538
Working capital         3,200,000  
Current liabilities         3,562,264 673,227
Taxes paid from earnings in the trust         253,000  
Temporary equity stock redeemed during the period shares       21,422,522    
Cash withdrawn from Trust Account for redemption of shares $ 222,484,624 $ 855,762        
Cash withdrawn from Trust Account per share for redemption of shares $ 10.38          
Other investments held to maturity         241,544 $ 0
Investment reserved to pay accrued taxes and dissolution costs and expenses         $ 235,762  
Share price         $ 11.08  
Short term investments         $ 242,000  
Minimum [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Fair market value as percentage of net assets held in trust account included in initial business combination         80.00%  
Post-transaction ownership percentage of the target entity         50.00%  
Redemption value per share         $ 10.2  
Private Placement Warrants [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Class of warrants or rights issued during the period     12,000,000      
Class of warrants or rights issued issue price per warrant     $ 1      
Proceeds from issuances of warrants     $ 12,000,000      
Private Placement Warrants [Member] | Sponsor [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Class of warrants or rights issued during the period     11,600,000      
IPO [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Units issued during ther period shares     20,000,000      
Proceeds from initial public offering gross     $ 200,000,000      
Unit issued price per unit     $ 10      
Over-Allotment Option [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Units issued during ther period shares     3,000,000      
Proceeds from initial public offering gross     $ 30,000,000      
Unit issued price per unit     $ 10      
Proceeds from issuance of units     $ 30,000,000      
Over-Allotment Option [Member] | Private Placement Warrants [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Class of warrants or rights issued during the period     400,000   1,200,000  
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member]            
Organization Consolidation And Presentation Of Financial Statements [Line Items]            
Class of warrants or rights issued during the period     1,200,000      
v3.23.3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Aug. 16, 2022
Dec. 31, 2021
FDIC Insured Amount $ 250,000   $ 250,000            
Cash equivalents 241,544   241,544       $ 0    
Deferred offering costs 705,589   705,589            
Unrecognized tax benefits 0   0       0    
Accrued for interest and penalties $ 0   $ 0       0    
Number of Class A common stock into which the class of warrant or right may be converted.  23,500,000   23,500,000            
Offering costs     $ 12,650,000            
Offering costs allocated to warrants     $ 926,044            
Percentage of excise tax on repurchases of stock 1.00%   1.00%         1.00%  
Effective income tax rate (7.90%) 2.40% 27.50% 4.50%          
Effective tax rate differs from the statutory tax rate 21.00% 21.00% 21.00% 21.00%          
General and Administrative Expense [Member]                  
Excise and Sales Taxes     $ 2,224,846            
Class A common stock [Member]                  
Class A common stock subject to possible redemption $ 17,366,793   $ 17,366,793   $ 17,096,912 $ 238,629,787 $ 236,385,597   $ 234,600,000
v3.23.3
Summary of Significant Accounting Policies - Summary of Common Stock Subject to Redemption (Detail) - USD ($)
 3 Months Ended 12 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Temporary Equity [Line Items]          
Fair value adjustment of Class A common stock to redemption value $ 269,881 $ 951,751 $ 2,244,190    
Common Class A [Member]          
Temporary Equity [Line Items]          
Fair value adjustment of Class A common stock to redemption value 269,881 951,751 2,244,190 $ 1,785,597  
Class A common stock subject to possible redemption $ 17,366,793 17,096,912 $ 238,629,787 $ 236,385,597 $ 234,600,000
Stock Redeemed or Called During Period, Value   $ (222,484,626)      
v3.23.3
Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Numerator:                
Allocation of net income (loss) $ (727,307) $ 1,342,399 $ 1,807,666 $ 920,184 $ 908,400 $ 8,260,876 $ 2,422,758 $ 10,089,460
Common Class A [Member]                
Numerator:                
Allocation of net income (loss) $ (702,493)     $ 736,147     $ 2,039,007 $ 8,071,568
Denominator:                
Weighted Average Number of Shares Outstanding, Basic 7,077,478     23,000,000     13,959,740 23,000,000
Weighted Average Number of Shares Outstanding, Diluted 7,077,478     23,000,000     13,959,740 23,000,000
Earnings Per Share, Basic $ (0.1)     $ 0.03     $ 0.15 $ 0.35
Earnings Per Share, Diluted $ (0.1)     $ 0.03     $ 0.15 $ 0.35
Common Class B [Member]                
Numerator:                
Allocation of net income (loss) $ (24,814)     $ 184,037     $ 383,751 $ 2,017,892
Denominator:                
Weighted Average Number of Shares Outstanding, Basic 250,000     5,750,000     2,627,289 5,750,000
Weighted Average Number of Shares Outstanding, Diluted 250,000     5,750,000     2,627,289 5,750,000
Earnings Per Share, Basic $ (0.1)     $ 0.03     $ 0.15 $ 0.35
Earnings Per Share, Diluted $ (0.1)     $ 0.03     $ 0.15 $ 0.35
v3.23.3
Initial Public Offering - Additional Information (Detail) - USD ($)
Nov. 02, 2021
Sep. 30, 2023
Dec. 31, 2022
Class of Stock [Line Items]      
Shares issued price per unit   $ 10  
Investment of cash in trust account $ 234,600,000    
Cash deposited in trust account per unit $ 10.2    
Common Class A [Member]      
Class of Stock [Line Items]      
Number of shares included in Unit 1    
Common stock par or stated value per share $ 0.0001 $ 0.0001 $ 0.0001
Common Class A [Member] | Public Warrants [Member]      
Class of Stock [Line Items]      
Exercise price of warrant  $ 11.5    
IPO [Member]      
Class of Stock [Line Items]      
Units issued during ther period shares 20,000,000    
Shares issued price per unit $ 10    
Proceeds from initial public offering gross $ 200,000,000    
Over-Allotment Option [Member]      
Class of Stock [Line Items]      
Units issued during ther period shares 3,000,000    
Shares issued price per unit $ 10    
Proceeds from initial public offering gross $ 30,000,000    
Over-Allotment Option [Member] | Common Class A [Member]      
Class of Stock [Line Items]      
Proceeds from initial public offering gross $ 30,000,000    
v3.23.3
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($)
 9 Months Ended
Nov. 02, 2021
Sep. 30, 2023
Class of Stock [Line Items]    
Class of warrants or rights issued during the period 12,000,000  
Class of warrants or rights issued issue price per warrant $ 1  
Proceeds from issuances of warrants $ 12,000,000  
Number of days from which warrants will not be transferable or saleable   30 days
Over-Allotment Option [Member]    
Class of Stock [Line Items]    
Class of warrants or rights issued during the period 400,000 1,200,000
Sponsor [Member]    
Class of Stock [Line Items]    
Class of warrants or rights issued during the period 11,600,000  
Sponsor [Member] | Over-Allotment Option [Member]    
Class of Stock [Line Items]    
Class of warrants or rights issued during the period 1,200,000  
v3.23.3
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Apr. 28, 2023
Apr. 01, 2022
Nov. 02, 2021
Mar. 25, 2021
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Dec. 31, 2022
Sep. 30, 2022
May 04, 2023
Jan. 01, 2023
Mar. 10, 2022
Related Party Transaction [Line Items]                        
Share price         $ 11.08   $ 11.08          
Related party management Fees         $ 45,000   $ 135,000          
Related party accrued limited payments         0   0 $ 0        
Percentage of consulting fees                     100.00%  
Accrued professional fees, current                     $ 15,600  
Proceeds from loan payable – Sponsor             535,000   $ 0      
Chief Financial Officer [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Amounts of Transaction             150,000          
Chief Operating Officer [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Amounts of Transaction             300,000          
Working Capital Loan [Member]                        
Related Party Transaction [Line Items]                        
Debt Instrument Convertible Into Warrants         $ 1,500,000   $ 1,500,000          
Debt Instrument Conversion Price         $ 1   $ 1          
Consulting Agreement [Member] | Chief Financial Officer [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Amounts of Transaction   $ 10,400         $ 15,600 5,200        
Sponsor [Member] | Office space, administrative and support services [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Amounts of Transaction             15,000          
Sponsor [Member] | Working Capital Loan [Member]                        
Related Party Transaction [Line Items]                        
Line of credit facility, maximum borrowing capacity                   $ 750,000   $ 250,000
Proceeds from loan payable – Sponsor         $ 535,000   535,000          
Other Liabilities         710,000   710,000 175,000        
Sponsor [Member] | Promissory note [Member]                        
Related Party Transaction [Line Items]                        
Debt Instrument, Face Amount       $ 250,000                
Debt Instrument Interest Rate       0.00%                
Debt Instrument, Maturity Date       Dec. 31, 2021                
Proceeds from Related Party Debt     $ 250,000                  
Related Party [Member]                        
Related Party Transaction [Line Items]                        
Due to Related Parties Current         0   0 0        
Due from related party         135,000   135,000 15,000        
Related Party [Member] | Working Capital Loan [Member]                        
Related Party Transaction [Line Items]                        
Due to Related Parties Current         0   0 $ 0        
Related Party [Member] | Consulting Agreement [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Expenses from Transactions with Related Party         $ 0 $ 31,200 $ 0   $ 109,200      
Founder shares [Member] | IPO [Member]                        
Related Party Transaction [Line Items]                        
Common stock, threshold percentage on conversion of shares       20.00%                
Founder shares [Member] | Sponsor [Member]                        
Related Party Transaction [Line Items]                        
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited       750,000                
Founder shares [Member] | Sponsor [Member] | B. Riley [Member]                        
Related Party Transaction [Line Items]                        
Stock Issued During Period, Shares, New Issues       400,000                
Stock Issued During Period, Value, New Issues       $ 1,600,000                
Share price       $ 4                
Common Class A [Member]                        
Related Party Transaction [Line Items]                        
Conversion of stock, shares issued 5,500,000                      
Common Class A [Member] | Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]                        
Related Party Transaction [Line Items]                        
Share transfer, trigger price price per share       $ 12                
Number of consecutive trading days for determining share price       20 days                
Number Of Trading Days For Determining Share Price       30 days                
Threshold Number Of Trading Days For Determining Share Price From Date Of Business Combination       150 days                
Common Class B [Member]                        
Related Party Transaction [Line Items]                        
Common stock, threshold percentage on conversion of shares         20.00%   20.00%          
Common Class B [Member] | Founder shares [Member] | Sponsor [Member]                        
Related Party Transaction [Line Items]                        
Stock Issued During Period, Shares, New Issues       5,750,000                
Stock Issued During Period, Value, New Issues       $ 25,000                
v3.23.3
Commitments and Contingencies - Additional Information (Detail) - USD ($)
 9 Months Ended
Nov. 02, 2021
Sep. 30, 2023
Loss Contingencies [Line Items]    
Underwriter Option Vesting Period   45 days
Underwriting Discount Paid Per Unit   $ 0.2
Payments for Underwriting Expense   $ 4,600,000
Deferred Underwriting Commission Per Unit   $ 0.35
Deferred Underwriting Commissions Noncurrent   $ 8,050,000
Share Price   $ 11.08
Private Placement Warrants [Member]    
Loss Contingencies [Line Items]    
Class Of Warrants Or Rights Issued During The Period 12,000,000  
Class Of Warrants Or Rights Issued Issue Price Per Warrant $ 1  
Private Placement Warrants [Member] | Sponsor [Member]    
Loss Contingencies [Line Items]    
Class Of Warrants Or Rights Issued During The Period 11,600,000  
Over-Allotment Option [Member]    
Loss Contingencies [Line Items]    
Stock issued during period shares for services   3,000,000
Proceeds From Issuance Of IPO $ 30,000,000  
Over-Allotment Option [Member] | Private Placement Warrants [Member]    
Loss Contingencies [Line Items]    
Class Of Warrants Or Rights Issued During The Period 400,000 1,200,000
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member]    
Loss Contingencies [Line Items]    
Class Of Warrants Or Rights Issued During The Period 1,200,000  
Common Class A [Member] | Over-Allotment Option [Member]    
Loss Contingencies [Line Items]    
Stock issued during period shares for services 3,000,000  
Share Price $ 10  
Proceeds From Issuance Of IPO $ 30,000,000  
v3.23.3
Stockholder's Deficit - Additional Information (Detail) - $ / shares
 9 Months Ended
Apr. 28, 2023
Sep. 30, 2023
Dec. 31, 2022
Nov. 02, 2021
Class of Stock [Line Items]        
Preferred stock shares authorized   1,000,000 1,000,000  
Preferred stock par or stated value per share   $ 0.0001 $ 0.0001  
Preferred stock shares issued   0 0  
Preferred stock shares outstanding   0 0  
Common Stock Subject To Possible Redemption   1,577,478 23,000,000  
Common Class A [Member]        
Class of Stock [Line Items]        
Common stock, voting rights   one vote    
Common stock shares authorized   100,000,000 100,000,000  
Common stock par or stated value per share   $ 0.0001 $ 0.0001 $ 0.0001
Common stock shares issued   5,500,000 0  
Common stock shares outstanding   5,500,000 0  
Common Stock Subject To Possible Redemption   1,577,478 23,000,000  
Stock conversion basis   one-for-one    
Conversion of stock, shares issued 5,500,000      
Common Class A [Member] | Conversion of Class B to Class A [Member]        
Class of Stock [Line Items]        
Conversion of stock, shares issued 5,500,000      
Common Class B [Member]        
Class of Stock [Line Items]        
Common stock, voting rights   one vote    
Common stock shares authorized   10,000,000 10,000,000  
Common stock par or stated value per share   $ 0.0001 $ 0.0001  
Common stock shares issued   250,000 5,750,000  
Common stock shares outstanding   250,000 5,750,000  
Common stock, threshold percentage on conversion of shares   20.00%    
Common Class B [Member] | Conversion of Class B to Class A [Member]        
Class of Stock [Line Items]        
Conversion of stock, shares converted 5,500,000      
v3.23.3
Warrant Liabilities - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2023
$ / shares
Class of Warrant or Right [Line Items]  
Share price $ 11.08
Public Warrants [Member]  
Class of Warrant or Right [Line Items]  
Warrants exercisable term from the date of completion of business combination 30 days
Warrants exercisable term from the closing of IPO 12 months
Warrants and rights outstanding, term 5 years
Minimum lock in period for sec registration from date of business combination 15 days
Minimum lock in period to become effective after the closing of the initial business combination 60 days
Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member]  
Class of Warrant or Right [Line Items]  
Class of warrants, redemption price per unit $ 0.01
Class of warrants, redemption notice period 30 days
Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Common Class A [Member]  
Class of Warrant or Right [Line Items]  
Share price $ 18
Number of consecutive trading days for determining share price 20 days
Number of trading days for determining share price 30 days
Private Placement Warrants [Member] | Common Class A [Member]  
Class of Warrant or Right [Line Items]  
Minimum lock in period for transfer, assign or sell warrants after completion of IPO 30 days
v3.23.3
Fair Value Measurements - Summary Of Company's Assets And Liabilities That Are Measured At Fair Value (Detail) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account $ 17,483,547 $ 237,373,538
Fair Value, Recurring [Member] | Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust Account 17,483,547 237,373,538
Fair Value, Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments in Treasury Bills 241,544  
Fair Value, Recurring [Member] | Level 1 [Member] | Warrant [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability 805,000 1,150,000
Fair Value, Recurring [Member] | Level 3 [Member] | Warrant [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Warrant liability $ 840,000 $ 1,200,000
v3.23.3
Fair Value Measurements - Summary Of The Changes In Fair Value,lnuding Net Transfers In And/Or Out, Of All Financial Assets And Liabilities Measured At Fair Value On A Recurring Basis Using Significant Unobservable Inputs (Level 3) (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Change in fair value of derivative warrant liabilities $ 705,000 $ 705,000
Level 3 [Member]    
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]    
Beginning balance 480,000 1,200,000
Change in fair value of derivative warrant liabilities 360,000 (360,000)
Ending balance $ 840,000 $ 840,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Fair Value Adjustment of Warrants Fair Value Adjustment of Warrants
v3.23.3
Fair Value Measurements - Summary Of Fair Value Of The Derivative Feature Of The Warrants Was Calculated Using The Following Range Of Weighted Average Assumptions (Detail)
Sep. 30, 2023
Dec. 31, 2022
Risk-free interest rate [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 4.6 3.99
Expected volatility of underlying shares [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 2 2
Dividend yield [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0 0
Probability of business combination [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 5 12
v3.23.3
Fair Value Measurements - Summary Of Changes In The Fair Value Of The Company Financial Instruments That Are Measured At Fair Value On A Recurring Basis (Detail)
 9 Months Ended
Sep. 30, 2023
USD ($)
Warrant Liabilities [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning balance $ 2,350,000
Change in fair value (705,000)
Ending balance 1,645,000
Private Placement Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning balance 1,200,000
Change in fair value (360,000)
Ending balance 840,000
Public Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Beginning balance 1,150,000
Change in fair value (345,000)
Ending balance $ 805,000
v3.23.3
Fair Value Measurements - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2022
Fair Value Disclosures [Abstract]      
Derivative Liability $ 1,645,000 $ 1,645,000 $ 2,350,000
Gain on Change In Fair Value Of The Derivative Warrants $ 705,000 $ 705,000  
AltEnergy Acquisition (NASDAQ:AEAEU)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more AltEnergy Acquisition Charts.
AltEnergy Acquisition (NASDAQ:AEAEU)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more AltEnergy Acquisition Charts.