Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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 MARCH 31, 2024

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.

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 May 13, 2024, 6,238,156 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


PART I. FINANCIAL INFORMATION		1

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (audited)	1

	Condensed Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)	2

	Condensed Statements of Changes In Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)	3

	Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION		34

Item 1.	Legal Proceedings	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

AltEnergy Acquisition Corp.

CONDENSED BALANCE SHEETS


	March 31, 2024 (unaudited)			December 31, 2023 (audited)
ASSETS
Current Assets:
Cash	$	96,892		$	79,974
Prepaid expenses – Short-Term		146,096			153,498
Income tax receivable		—			23,527
Other investments held for trading (Restricted)		109,979			108,610

Total Current Assets		352,967			360,609
Investments held in the Trust Account		17,821,005			17,591,536

Total Assets	$	18,173,972		$	17,952,145

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	352,948		$	127,368
Accrued Tax Payable - Income Tax		18,348			—
Accrued Tax Payable - Excise Tax		2,224,846			2,224,846
Other accrued expenses - deferred		1,065,965			340,791
Due to related party		536,009			433,404
Loan payable- Sponsor		1,175,000			1,000,000

Total Current Liabilities		5,373,116			4,126,409
Derivative warrant liabilities		1,175,000			940,000
Deferred underwriting commission		8,050,000			8,050,000

Total liabilities		14,598,116			13,116,409
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 1,577,478 shares at March 31, 2024 and December 31, 2023, respectively – approximately $11.36 and $11.22 per share, respectively		17,912,636			17,700,146
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 issued and outstanding (excluding 1,577,478 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		550			550
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 250,000 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		25			25
Additional paid-in capital		—			—
Accumulated deficit		(14,337,355	)		(12,864,985	)

Total Stockholders’ Deficit		(14,336,780	)		(12,864,410	)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	18,173,972		$	17,952,145

The accompanying notes are an integral part of these unaudited condensed financial statements

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2024			2023
				(as restated)
EXPENSES
Administrative fee - related party	$	45,000		$	45,000
Consulting fees – related party		46,800			93,600
Business Combination Expenses		151,864			—
General and administrative		959,391			447,689

TOTAL EXPENSES		1,203,055			586,289

OTHER INCOME (EXPENSE)
Income earned on investments held in Trust Account		229,469			2,423,610
Income earned on cash and investment accounts		1,386			—
Interest expense		(10,805	)		—
Change in fair value of warrant liabilities		(235,000	)		470,000

TOTAL OTHER INCOME (EXPENSE), NET		(14,950	)		2,893,610

Net income (loss) before income tax provision		(1,218,005	)		2,307,321

Income tax provision		(41,875	)		(596,774	)

Net income (loss)	$	(1,259,880	)	$	1,710,547

Weighted average number of shares of Class A common stock outstanding, basic and diluted		7,077,478			23,000,000

Basic and diluted net income (loss) per share of Class A common stock	$	(0.17	)	$	0.06

Weighted average number of shares of Class B common stock outstanding, basic and diluted		250,000			5,750,000

Basic and diluted net income (loss) per share of Class B common stock	$	(0.17	)	$	0.06

The accompanying notes are an integral part of these unaudited condensed financial statements

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024


	Class A Common Stock				Class B Common Stock				Additional Paid In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, January 1, 2024		5,500,000	$	550		250,000	$	25	$	—	$	(12,864,985	)	$	(12,864,410	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(212,490	)		(212,490	)
Net loss		—		—		—		—		—		(1,259,880	)		(1,259,880	)

Balance, March 31, 2024		5,500,000	$	550		250,000	$	25	$	—	$	(14,337,355	)	$	(14,336,780	)

FOR THE THREE MONTHS ENDED MARCH 31, 2023 (AS RESTATED)


	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		—		—		—		—		—		(2,240,671	)		(2,240,671	)
Net income		—		—		—		—		—		1,710,547			1,710,547

Balance, March 31, 2023		—	$	—		5,750,000	$	575	$	—	$	(10,024,489	)	$	(10,023,914	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
				(as restated)
Cash Flows From Operating Activities:
Net income (loss)	$	(1,259,880	)	$	1,710,547
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account		(229,469	)		(2,423,610	)
Loss (Gain) on change in fair value of derivative liabilities		235,000			(470,000	)
Interest income earned on investment account		(1,369	)		—
Changes in operating assets and liabilities:
Prepaid expenses		7,402			60,909
Income tax receivable		18,348			—
Other deferred expenses		725,174			108,919
Consulting fees payable – related party		46,800			93,600
Accrued income taxes payable		29,174			596,775
Accounts payable and accrued expenses		225,580			94,811

Net Cash Used In Operating Activities		(208,887	)		(228,049	)

Cash Flows From Investing Activities:
Taxes paid from trust		—			73,789

Net Cash Provided by Investing Activities		—			73,789

Cash Flows From Financing Activities:
Proceeds from related party advances		55,805			29,788
Proceeds from loan payable - Sponsor		175,000			—

Net Cash Provided By (Used In) Financing Activities		230,805			(29,788	)

Net change in cash		21,918			(124,472	)
Cash at beginning of period		74,974			212,232

Cash at end of period	$	96,892		$	87,760

Supplemental Schedule of Non-cash Financing Activities:
Remeasurement of Class A common stock subject to possible redemption to redemption amount	$	212,490		$	2,240,671

The accompanying notes are an integral part of these unaudited condensed financial statements.

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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 March 31, 2024, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through March 31, 2024 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.

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.

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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 (including $100,000 reserved to pay dissolution costs and expenses discussed below) was removed from the Trust Account on or about May 9, 2023 and deposited into a restricted investment account.

The Company scheduled a special meeting of stockholders for April 16, 2024, at which the stockholders of the Company will be asked, among other things, to approve a further amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date 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 remaining Class A Shares included as part of the units sold in the Company’s Initial Public Offering from May 2, 2024 to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (such proposal, the “Second Extension”). Our sponsor holds approximately 78% of the Class A shares eligible to vote at the special meeting and accordingly it is expected that stockholder approval of the Second Extension and the other matters to be considered at the special meeting will be approved. See Note 10 Subsequent Events.

As of March 31, 2024 there was $17.8 million (or approximately $11.30 per share) held in the Trust Account. Cash of $96,892 was held outside of the Trust Account on March 31, 2024 and was available for working capital purposes. As of March 31, 2024, there was $109,979 held in the restricted investment account of which $100,000 is reserved to pay dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved. Interest earned on the $100,000 reserved to pay dissolution costs and expenses will be for the benefit of the Trust, including the $9,979 as of March 31, 2024, and if an initial business combination is consummated the $100,000 will additionally be for the benefit of the Trust. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination. See Note 10 Subsequent Events.

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.

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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) (See Note 10 Subsequent Events) 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 or such later date if the date is extended (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

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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. See Note 10 Subsequent Event footnote.

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 March 31, 2024, the Company had investments held in the Trust Account of approximately $17.8 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 March 31, 2024, the Company had a working capital deficit of approximately $5.0 million and current liabilities of approximately $5.4 million. In addition, the Company had approximately $109,979 held in a restricted 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. Interest earned on the $100,000 reserved to pay dissolution costs and expenses will be for the benefit of the Trust, including the $9,979 as of March 31, 2024, and if an initial business combination is consummated the $100,000 will additionally be for the benefit of the Trust.

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 November 2, 2024, subject to up to six additional

one-month

extensions at the discretion of the Company’s board of directors, up to May 2, 2025 (as extended from May 2, 2024 following the Special Metting of Shareholders held on April 16, 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.

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The Company intends to use substantially all of the funds held in the Trust Account, after payments on account of any redemptions, 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 36 months (as extended from 30 months following the Special Metting of Shareholders held on April 16, 2024), or up to 42 months if the date is extended at the discretion of the Company’s board of directors, from the closing of the IPO. If the Company is unable to complete an initial business combination within 36 months, or up to 42 months if the date is extended at the discretion of the Company’s board of directors, 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.

Proposed Business Combination

On February 21, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Car Tech Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Car Tech, LLC, an Alabama limited liability company (“Car Tech”). The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation.

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware Limited Liability Company Act (Car Tech having been converted to a Delaware limited liability company), Merger Sub will merge with and into Car Tech, with Car Tech surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the consummation of the Merger, subject to approval by the Company’s stockholders and other customary closing conditions, the combined company will be renamed and is expected to list on The Nasdaq Capital Market.

Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, membership interests in Car Tech (the “Car Tech Units”) will be converted into the right to receive a number of shares of the Company’s common stock (the “Parent Common Stock”) for each Car Tech Unit owned calculated by dividing (i) a fraction equal to (a) the quotient of (x) the Aggregate Merger Consideration divided by (y) ten dollars ($10.00), by (ii) the number of Car Tech Units that are issued and outstanding immediately prior to the effective time of the Merger. “Aggregate Merger Consideration” means (I) $80,000,000 plus the amount of any shortfall in the Company’s obligation to source at least $50,000,000 in proceeds from a private placement to be consummated immediately prior to the Merger, and an additional (II) $40,000,000 (the “Earn Out Consideration”).

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Pursuant

to Lock-up

Agreements executed in connection with the Merger Agreement, all of the shares of Parent Common Stock to be issued to holders of Car Tech Units (other than 500,000 shares issued pursuant to clause (I) of the definition of Aggregate Merger Consideration) will be subject to time based restrictions on transfer, and the 4,000,000 shares of Parent Common Stock to be issued to holders of Car Tech Units based on the Earn Out Consideration will be subject to additional transfer restrictions, release and forfeiture. Other Agreements executed in connection with the Merger Agreement include a Contribution and Exchange Agreement executed by Car Tech’s principal equity holder and the Company, a Support Agreement executed by the Company and Car Tech and the Company’s Sponsor and certain members of Car Tech, and a Warrant Transfer and Option Agreement executed by the Company’s Sponsor and an affiliate of the underwriter in the Company’s Initial Public Offering and Car Tech’s principal equity holder.

In connection with the proposed business combination, the Company intends to file with the SEC a registration statement on Form

S-4, which

will include a proxy statement to be sent to the Company’s stockholders and a prospectus for the registration of the Company’s Common Stock to be issued in connection with the Merger (as amended from time to time, the “Registration Statement”). A full description of the terms of the proposed business combination is expected to be provided in the Registration Statement.

Nasdaq Notice

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. On November 20, 2023, the Company submitted 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. See Note 10.

Risks and Uncertainties

Management continues to evaluate the impact of global conflicts and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases, on the industry and has concluded that while it is reasonably possible that such events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target, 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 these uncertainties.

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, 2023 filed with the SEC on Form

10-K

on April 16, 2024. 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 March 31, 2024 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

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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 and the fair value of the

non-redemption

agreements. 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 no cash equivalents of as of March 31, 2024 and December 31, 2023, respectively.

Investments held in the Trust Account and the Investment Account

At March 31, 2024 and December 31, 2023, the Company’s portfolio of investments held in the Trust Account and the Investment Account were invested in mutual funds and government securities, which are reported at fair value, and are treated as trading securities. The Company’s portfolio of investments held in the Trust Account and the Investment Account is comprised of 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, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. The estimated fair values of the investments held in the Trust Account and the Investment Account are determined using quoted market prices in active markets.

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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 March 31, 2024 and December 31, 2023, the shares of Class A common stock subject to possible redemption in the amount of $17,912,636 and $17,700,146, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. See Note 10 Subsequent Events.

At March 31, 2024 and December 31, 2023, 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
Remeasurement 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
Remeasurement adjustment of Class A common stock to redemption value		2,240,671

Class A common stock subject to possible redemption at March 31, 2023		238,626,268
Remeasurement adjustment of Class A common stock to redemption value		1,003,291
Fair value of redeemed Class A common stock		(222,484,624	))

Class A common stock subject to possible redemption at June 30, 2023		17,144,935
Remeasurement adjustment of Class A common stock to redemption value		299,813

Class A common stock subject to possible redemption at September 30, 2023	$	17,444,748
Remeasurement adjustment of Class A common stock to redemption value		255,398

Class A common stock subject to possible redemption at December 31, 2023	$	17,700,146
Remeasurement adjustment of Class A common stock to redemption value		212,490

Class A common stock subject to possible redemption at March 31, 2024	$	17,912,636

Net income (loss) per share

Net income (loss) per share is computed by dividing net income (loss) 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. The calculation of diluted income (loss) 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 March 31, 2024 and December 31, 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 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.

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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 March 31, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(1,216,895	)	$	(42,985	)
Denominator:
Basic and diluted weighted average shares outstanding		7,077,478			250,000
Basic and diluted net loss per share of common stock	$	(0.17	)	$	(0.17	)


	For the Three Months Ended March 31, 2023
	Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	1,368,438	$	342,109
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.06	$	0.06

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.

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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 March 31, 2024 and December 31, 2023. 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 (3.4)% and 25.9% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2024 and 2023, due to changes in fair value in warrant liability,

non-deductible

acquisition costs, and the change in valuation allowance on the deferred tax assets.

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 March 31, 2024 and December 31, 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

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.

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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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU

2023-09,

“Improvements to Income Tax Disclosures” (“ASU

2023-09”).

The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU

2023-09

will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU

2023-09

will have on its financial statements.

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.

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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.

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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 ended March 31, 2024, the Company recorded $45,000 in administrative fees. As of March 31, 2024 and December 31, 2023, there was a balance of $225,000 and $180,000, 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 March 31, 2024 and December 31, 2023, there were no amounts outstanding under the Working Capital Loans.

Loan payable - Sponsor

mid-term

applicable federal rate at the time of funding. During the three months ended March 31, 2024, the Sponsor loaned an aggregate of $175,000 to the Company for working capital purposes. As of March 31, 2024 and December 31, 2023, $1,175,000 and $1,000,000 remained outstanding, respectively. As of March 31, 2024 and December 31, 2023, there was accrued interest of $30,209 and $19,404, 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

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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. For the three months ended March 31, 2024 and March 31, 2023, the Company recorded $46,800 and $93,600 of compensation for services provided, respectively. As of March 31, 2024 and December 31, 2023, there was $280,800 and $234,000 accrued, respectively.

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 March 31, 2024 and December 31, 2023. 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 March 31, 2024 and December 31, 2023.

Non-Redemption

Agreements

The Sponsor entered into

Non-redemption

agreements with various stockholders of the Company (the

“Non-Redeeming

Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the

“Non-Redeemed

Shares”) in connection with the Special Meeting held on April 28, 2023, but such stockholders retained their right to require the Company to redeem such

Non-Redeemed

Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such

Non-Redeeming

Stockholders an aggregate of 250,000 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. (See Note 6: Commitments and Contingencies:

Non-Redemption

Agreements.) The Company estimated the aggregate fair value of such 250,000 Founder Shares transferrable to the

Non-Redeeming

Stockholders pursuant to the

Non-redemption

agreements to be $180,000 or $0.72 per share. The fair value as of April 26 and 27, 2023 was determined using the probability of a successful Business Combination of 7%, derived from an option pricing model for the publicly traded warrants, and the average value per shares as of the valuation date of $10.30. Each

Non-Redeeming

Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The fair value of such Founder Shares was determined to be to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T.

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.

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Consulting Agreement

We have agreed to make payment to our Chief Financial Officer of $15,600 per month for his services prior to the consummation of our initial business combination. On April 1, 2022, the agreement with the Chief Financial Officer was amended so that he 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 will become payable to the Chief Financial Officer upon a successful consummation of a business combination. This agreement with the Chief Financial Officer 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 a successful business combination does not occur, we will not be required to pay any further amounts to our Chief Financial Officer. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Additionally, we have agreed to make

one-time

payments of $150,000 to our Chief Financial Officer, subject to the terms of an independent consulting services agreements. For the three months ended March 31, 2024 and March 31, 2023, the Company recorded $46,800 and $93,600 of compensation for services provided, respectively. As of March 31, 2024 and December 31, 2023, there was $280,800 and $234,000 accrued, respectively.

Non-Redemption

Agreements

On April 26, 2023 and April 27, 2023, the Company and the Sponsor entered into

non-redemption

agreements (each, a

“Non-Redemption

Agreement”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Extension (as defined below) or to reverse any previously submitted redemption demand in connection with the Extension with respect to an aggregate of 1,250,000 Class A common stock, par value $0.0001 per share (the “Class A Shares”), of the Company sold in its initial public offering at the special meeting of stockholders called by the Company to consider and act upon a proposal to extend the date by which the Company has to consummate an initial business combination (the “Termination Date”) from May 2, 2023 to May 2, 2024.

In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of Class A Shares equal to the Forfeited Shares.

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.

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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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, there were 1,577,478 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 on March 31, 2024 and December 31, 2023 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 March 31, 2024 and December 31, 2023, there were 250,000 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. As of March 31, 2024 there were outstanding 250,000 shares of Class B common stock, all of which are subject to the

Non-Redemption

Agreements discussed in Note 6. Commitment and Contingencies:

Non-Redemption

Agreements.

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.

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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.

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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 March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description:	Level		March 31, 2024		December 31, 2023
Assets:
Investments held to Maturity		1	$	109,979		108,610
Investments held in Trust Account		1	$	17,821,005	$	17,591,536
Liabilities:
Warrant liability - Private Placement Warrants		3	$	600,000	$	480,000
Warrant liability - Public Warrants		1	$	575,000	$	460,000

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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, 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

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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 months ended March 31, 2024:


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at December 31, 2023	$	480,000
Change in fair value of derivative warrant liabilities		120,000

Balance, fair value at March 31, 2024	$	600,000

As of March 31, 2024 and December 31, 2023, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:


	March 31, 2024			December 31, 2023
Risk-free interest rate		4.21	%		3.84	%
Expected volatility of underlying shares		2.00	%		2.00	%
Dividend yield		0.00	%		0.00	%
Probability of business combination		2.75	%		2.75	%

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, 2023	$	480,000	$	460,000	$	940,000
Change in fair value		120,000		115,000		235,000

Fair value at March 31, 2024	$	600,000	$	575,000	$	1,175,000

As of March 31, 2024 and December 31, 2023, the derivative liability was $1,175,000 and $940,000, respectively. In addition, for the three months ended March 31, 2024 the Company recorded a loss of $235,000 on the change in fair value of the derivative warrants on the condensed statements of operations.

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 April 16, 2024, the Company held a special meeting of stockholders (the “April 2024 Special Meeting”). As of March 5, 2024, the record date of the April 2024 Special Meeting, there were 7,327,478 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 7,077,478 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the April 2024 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, 2024, to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company (the “Board”), without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date 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 17, 2024, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware.

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At the April 2024 Special Meeting, the Company’s stockholders also approved a proposal to amend our amended and restated certificate of incorporation to eliminate the limitation that the Company shall not redeem Class A Common Stock included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “public shares”) to the extent that such redemption would cause our net tangible assets to be less than $5,000,001 (the “Redemption Limitation”) to allow us to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

Stockholders holding 839,332 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, $9,513,006.70 (approximately $11.33 per share) will be removed from the Trust Account to pay such holders.

On May 7, 2024, the Company received a written notice (the “MVPHS Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a Market Value of Publicly Held Shares (“MVPHS”) of no less than $15 million 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.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until November 3, 2024, to regain compliance. The MVPHS Letter notes that to regain compliance, the Company’s MVPHS must close at or above $15 million for a minimum of

ten

consecutive business days during the compliance period. The MVPHS Letter further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market).

The Company disclosed its receipt of the MVPHS Notice pursuant to a Form

8-K

filed on May 13, 2024, as required by Nasdaq rules.

In the event the Company does not regain compliance with the MVPHS requirement or the minimum total holder requirement under Nasdaq Listing Rule 5450(a)(2) (the “Total Holder Requirement”) (as reflected in the written notice from Nasdaq received on October 9, 2023 (the “Total Holder Notice”)) during the stipulated time periods, it is expected that Nasdaq would notify the Company that its securities are subject to delisting. At such time, the Company anticipates it would appeal such determination to a Nasdaq Hearings Panel (the “Panel”), and such request would stay the suspension and delisting action with respect to both the Total Holder Requirement and MVPHS requirement pending the Panel’s decision.

In connection with the foregoing, the Company submitted an application for a transfer from the Nasdaq Global Market to the Nasdaq Capital Market on May 8, 2024 (the “Application”). If the Staff approves the Application, the Staff advised the Company that both the Total Holder Notice and MVPHS Notice shall no longer be applicable to the Company. The Company believes it will be in compliance with the continued listing standards of the Nasdaq Capital Market, including a minimum MVPHS of $

mm and minimum

300

holders (not including any holder who is, either directly or indirectly, an executive officer, director or

% beneficial owner), prior to any final determination of a delisting action before the Panel.

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 for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024, 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;

•

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.

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.

Proposed Business Combination

Pursuant to Lock-up Agreements executed in connection with the Merger Agreement, all of the shares of Parent Common Stock to be issued to holders of Car Tech Units (other than 500,000 shares issued pursuant to clause (I) of the definition of Aggregate Merger Consideration) will be subject to time based restrictions on transfer, and the 4,000,000 shares of Parent Common Stock to be issued to holders of Car Tech Units based on the Earn Out Consideration will be subject to additional transfer restrictions, release and forfeiture. Other Agreements executed in connection with the Merger Agreement include a Contribution and Exchange Agreement executed by Car Tech’s principal equity holder and the Company, a Support Agreement executed by the Company and Car Tech and the Company’s Sponsor and certain members of Car Tech, and a Warrant Transfer and Option Agreement executed by the Company’s Sponsor and an affiliate of the underwriter in the Company’s Initial Public Offering and Car Tech’s principal equity holder.

In connection with the proposed business combination, the Company intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement to be sent to the Company’s stockholders and a prospectus for the registration of the Company’s Common Stock to be issued in connection with the Merger (as amended from time to time, the “Registration Statement”). A full description of the terms of the proposed business combination is expected to be provided in the Registration Statement.

Extension of Combination Period

April 2023 Special Meeting

On April 28, 2023, the Company held a special meeting of stockholders (the “April 2023 Special Meeting”). As of April 10, 2023, the record date of the April 2023 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 April 2023 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 December 31, 2023 there was $17,591,536 (or approximately $11.15 per share of Class A common stock that is subject to redemption) held in the Trust Account.

On April 28, 2023, following the April 2023 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.

April 2024 Special Meeting

On April 16, 2024, the Company held a special meeting of stockholders (the “April 2024 Special Meeting”). As of March 5, 2024, the record date of the April 2024 Special Meeting, there were 7,327,478 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 7,077,478 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the April 2024 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, 2024, to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company (the “Board”), without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date 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 17, 2024, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware.

As a result of the April 2024 Special Meeting, stockholders holding 839,322 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, $9,400,518.40 (approximately $11.20 per share) was removed from the Trust Account on or about April 23, 2024 to pay such holders. As of April 30, 2024 there was $8,344,699.85 (or approximately $11.30 per share of Class A common stock that is subject to redemption) held in the Trust Account.

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 March 31, 2024 and 2023, we had a net loss of $1,259,880 and net income of $1,710,547, respectively. Our net loss for the three months ended March 31, 2024 consisted of interest income earned on the funds held in Trust in the amount of $229,469, interest income earned on operating and investment accounts of $1,386 offset by a loss 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, operating expenses that total $1,203,055 and interest expense of $10,805 and income tax provision of $41,875. Our net income for the three months ended March 31, 2023 consisted of interest income earned in the amount of $2,423,610 on the funds held in Trust and operating expenses that total $586,289, a gain of $470,000 reflecting the change in fair value of derivative warrant liability associated with the warrants issued as part of the Units sold in the Public Offering and the Private Placement Warrants and income tax expense of $596,774.

Going Concern Considerations, Liquidity and Capital Resources

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 November 2, 2024, or up to May 2, 2025 at the discretion of the Board (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 March 31, 2024, we had cash of $206,871 held outside the Trust Account, of which $109,979 is held in a restricted account and 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.

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

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. A third Commitment Letter was dated December 20, 2023 for up to an additional $800,000. The Sponsor is charging interest at the mid-term applicable federal rate at the time of funding. During three months ended March 31, 2024, the Sponsor loaned an aggregate of $175,000 to the Company for working capital purposes. As of March 31, 2024 and December 31, 2023, $1,175,000 and $1,000,000 remained outstanding, respectively. As of March 31, 2024 and December 31, 2023, there was accrued interest of $30,209 and $19,404, respectively.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. 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 Estimates

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 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 March 31, 2024 and December 31, 2023, the shares of Class A common stock subject to possible redemption in the amount of $17,912,636 and $17,700,146 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, per Public Warrant, respectively, to estimate the volatility for the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, 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

•

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 (loss) per share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings (losses) per share. Earnings and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. The calculation of diluted income (loss) 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 March 31, 2024, 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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU 2023-09 will have on its financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of March 31, 2024, 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 quarterly 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 March 31, 2024, 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 certain disclosure controls and procedures were not effective as of December 31, 2022 due to that material weaknesses that existed 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. Management additionally identified, as it relates to the material weakness discussed above relating to the accounting for complex financial instruments, a failure to properly record the capital contributions and related costs associated with non-redemption agreements entered into with certain stockholders of the Company in connection with the special meeting of stockholders of the Company held on April 28, 2023 that led to the restatement of the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended June 30, 2023

and September 30, 2023. In addition, management identified a material weakness in relation to the accounting of contractual liabilities which led to errors in our financial statements in the accounting of consulting fees pursuant to a consulting agreement with our chief financial officer that led to the restatement of the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2023, June 30, 2023, and September 30, 2023. In addition to the remediation steps discussed below, the Company has 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. As of March 31, 2024, the previously identified material weaknesses have not been remediated.

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 control are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weaknesses. 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

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are 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 for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on April 16, 2024 (“10-K”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our 10-K.

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.

Item 6. Exhibits.


Exhibit No.		Description

3.1		Second Amendment to the Amended and Restated Certificate of Incorporation of AltEnergy Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40984), filed with the Securities and Exchange Commission on April 22, 2024)

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.

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.

May 15, 2024


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)

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 10Q 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.

May 15, 2024

/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 10Q of AltEnergy Acquisition Corp.;

(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.

May 15, 2024

/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 10Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended March 31, 2024 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

May 15, 2024

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 10Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended March 31, 2024 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

May 15, 2024

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 13, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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 Current Reporting Status	Yes
Entity Tax Identification Number	85-2157013
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		6,238,156
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

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 96,892	$ 79,974
Prepaid expenses – Short-Term	146,096	153,498
Income tax receivable	0	23,527
Other investments held for trading (Restricted)	109,979	108,610
Total Current Assets	352,967	360,609
Investments held in the Trust Account	17,821,005	17,591,536
Total Assets	18,173,972	17,952,145
Current Liabilities:
Accounts payable and accrued expenses	352,948	127,368
Accrued Tax Payable - Income Tax	18,348	0
Accrued Tax Payable - Excise Tax	2,224,846	2,224,846
Other accrued expenses - deferred	1,065,965	340,791
Loan payable- Sponsor	1,175,000	1,000,000
Total Current Liabilities	5,373,116	4,126,409
Derivative warrant liabilities	1,175,000	940,000
Deferred underwriting commission	8,050,000	8,050,000
Total liabilities	14,598,116	13,116,409
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 1,577,478 shares at March 31, 2024 and December 31, 2023, respectively – approximately $11.36 and $11.22 per share, respectively	17,912,636	17,700,146
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	(14,337,355)	(12,864,985)
Total Stockholders' Deficit	(14,336,780)	(12,864,410)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	18,173,972	17,952,145
Related Party [Member]
Current Liabilities:
Due to related party	536,009	433,404
Class A common stock [Member]
Stockholders' deficit:
Common stock value	550	550
Class B common stock [Member]
Stockholders' deficit:
Common stock value	$ 25	$ 25

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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	1,577,478
Class A common stock [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	5,500,000	5,500,000
Common stock shares outstanding	5,500,000	5,500,000
Common Stock Subject To Possible Redemption	1,577,478	1,577,478
Common Stock Par Value	$ 11.36	$ 11.22
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	250,000
Common stock shares outstanding	250,000	250,000

Condensed Statements of Operations - USD ($)	3 Months Ended
Condensed Statements of Operations - USD ($)	Mar. 31, 2024	Mar. 31, 2023
EXPENSES
Administrative fee - related party	$ 45,000	$ 45,000
Consulting fees – related party	46,800	93,600
Business Combination Expenses	151,864
General and administrative	959,391	447,689
TOTAL EXPENSES	1,203,055	586,289
OTHER INCOME (EXPENSE)
Income earned on investments held in Trust Account	229,469	2,423,610
Income earned on cash and investment accounts	1,386	0
Interest expense	(10,805)	0
Change in fair value of warrant liabilities	(235,000)	470,000
TOTAL OTHER INCOME (EXPENSE), NET	(14,950)	2,893,610
Net income (loss) before income tax provision	(1,218,005)	2,307,321
Income tax provision	(41,875)	(596,774)
Net income (loss)	(1,259,880)	1,710,547
Common Class A [Member]
OTHER INCOME (EXPENSE)
Net income (loss)	$ (1,216,895)	$ 1,368,438
Weighted Average Number of Shares Outstanding, Basic	7,077,478	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	7,077,478	23,000,000
Earnings Per Share, Basic	$ (0.17)	$ 0.06
Earnings Per Share, Diluted	$ (0.17)	$ 0.06
Common Class B [Member]
OTHER INCOME (EXPENSE)
Net income (loss)	$ (42,985)	$ 342,109
Weighted Average Number of Shares Outstanding, Basic	250,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	250,000	5,750,000
Earnings Per Share, Basic	$ (0.17)	$ 0.06
Earnings Per Share, Diluted	$ (0.17)	$ 0.06

Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Total	Class A common stock [Member]	Class B common stock [Member]	Common Stock [Member] Class A common stock [Member]	Common Stock [Member] Class B common stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2022	$ (9,493,790)			$ 0	$ 575	$ 0	$ (9,494,365)
Beginning Balance (Shares) at Dec. 31, 2022				0	5,750,000
Remeasurement of Class A common stock subject to possible redemption to redemption amount	(2,240,671)	$ (2,240,671)				0	(2,240,671)
Net income (loss)	1,710,547	1,368,438	$ 342,109			0	1,710,547
Ending Balance at Mar. 31, 2023	(10,023,914)			$ 0	$ 575	0	(10,024,489)
Ending Balance (Shares) at Mar. 31, 2023				0	5,750,000
Beginning Balance at Dec. 31, 2023	(12,864,410)			$ 550	$ 25	0	(12,864,985)
Beginning Balance (Shares) at Dec. 31, 2023				5,500,000	250,000
Remeasurement of Class A common stock subject to possible redemption to redemption amount	(212,490)	(212,490)				0	(212,490)
Net income (loss)	(1,259,880)	$ (1,216,895)	$ (42,985)				(1,259,880)
Ending Balance at Mar. 31, 2024	$ (14,336,780)			$ 550	$ 25	$ 0	$ (14,337,355)
Ending Balance (Shares) at Mar. 31, 2024				5,500,000	250,000

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
Condensed Statements of Cash Flows - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Cash Flows From Operating Activities:
Net income (loss)	$ (1,259,880)	$ 1,710,547
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account	(229,469)	(2,423,610)
Loss (Gain) on change in fair value of derivative liabilities	235,000	(470,000)
Interest income earned on investment account	(1,369)	0
Changes in operating assets and liabilities:
Prepaid expenses	7,402	60,909
Income tax receivable	18,348	0
Other deferred expenses	725,174	108,919
Consulting fees payable – related party	46,800	93,600
Accrued income taxes payable	29,174	596,775
Accounts payable and accrued expenses	225,580	94,811
Net Cash Used In Operating Activities	(208,887)	(228,049)
Cash Flows From Investing Activities:
Taxes paid from trust		73,789
Net Cash Provided by Investing Activities	0	73,789
Cash Flows From Financing Activities:
Proceeds from related party advances	55,805	29,788
Proceeds from loan payable - Sponsor	175,000	0
Net Cash Provided By (Used In) Financing Activities	230,805	(29,788)
Net change in cash	21,918	(124,472)
Cash at beginning of period	74,974	212,232
Cash at end of period	96,892	87,760
Supplemental Schedule of Non-cash Financing Activities:
Remeasurement of Class A common stock subject to possible redemption to redemption amount	$ 212,490	$ 2,240,671

Description of Organization and Business Operations and Liquidity	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through March 31, 2024 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 (including $100,000 reserved to pay dissolution costs and expenses discussed below) was removed from the Trust Account on or about May 9, 2023 and deposited into a restricted investment account. The Company scheduled a special meeting of stockholders for April 16, 2024, at which the stockholders of the Company will be asked, among other things, to approve a further amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date 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 remaining Class A Shares included as part of the units sold in the Company’s Initial Public Offering from May 2, 2024 to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (such proposal, the “Second Extension”). Our sponsor holds approximately 78% of the Class A shares eligible to vote at the special meeting and accordingly it is expected that stockholder approval of the Second Extension and the other matters to be considered at the special meeting will be approved. See Note 10 Subsequent Events. As of March 31, 2024 there was $17.8 million (or approximately $11.30 per share) held in the Trust Account. Cash of $96,892 was held outside of the Trust Account on March 31, 2024 and was available for working capital purposes. As of March 31, 2024, there was $109,979 held in the restricted investment account of which $100,000 is reserved to pay dissolution costs and expenses in the event the Company fails to complete in initial business combination and is dissolved. Interest earned on the $100,000 reserved to pay dissolution costs and expenses will be for the benefit of the Trust, including the $9,979 as of March 31, 2024, and if an initial business combination is consummated the $100,000 will additionally be for the benefit of the Trust. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination. See Note 10 Subsequent Events. 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) (See Note 10 Subsequent Events) 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 or such later date if the date is extended (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. See Note 10 Subsequent Event footnote. 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 March 31, 2024, the Company had investments held in the Trust Account of approximately $17.8 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 March 31, 2024, the Company had a working capital deficit of approximately $5.0 million and current liabilities of approximately $5.4 million. In addition, the Company had approximately $109,979 held in a restricted 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. Interest earned on the $100,000 reserved to pay dissolution costs and expenses will be for the benefit of the Trust, including the $9,979 as of March 31, 2024, and if an initial business combination is consummated the $100,000 will additionally be for the benefit of the Trust. 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 November 2, 2024, subject to up to six additional one-month extensions at the discretion of the Company’s board of directors, up to May 2, 2025 (as extended from May 2, 2024 following the Special Metting of Shareholders held on April 16, 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, after payments on account of any redemptions, 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 36 months (as extended from 30 months following the Special Metting of Shareholders held on April 16, 2024), or up to 42 months if the date is extended at the discretion of the Company’s board of directors, from the closing of the IPO. If the Company is unable to complete an initial business combination within 36 months, or up to 42 months if the date is extended at the discretion of the Company’s board of directors, 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. Proposed Business Combination On February 21, 2024, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Car Tech Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), and Car Tech, LLC, an Alabama limited liability company (“Car Tech”). The transactions set forth in the Merger Agreement, including the Merger (defined below), will constitute a “Business Combination” as contemplated by the Company’s Amended and Restated Certificate of Incorporation. Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware Limited Liability Company Act (Car Tech having been converted to a Delaware limited liability company), Merger Sub will merge with and into Car Tech, with Car Tech surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the consummation of the Merger, subject to approval by the Company’s stockholders and other customary closing conditions, the combined company will be renamed and is expected to list on The Nasdaq Capital Market. Subject to the terms and conditions set forth in the Merger Agreement, in consideration of the Merger, membership interests in Car Tech (the “Car Tech Units”) will be converted into the right to receive a number of shares of the Company’s common stock (the “Parent Common Stock”) for each Car Tech Unit owned calculated by dividing (i) a fraction equal to (a) the quotient of (x) the Aggregate Merger Consideration divided by (y) ten dollars ($10.00), by (ii) the number of Car Tech Units that are issued and outstanding immediately prior to the effective time of the Merger. “Aggregate Merger Consideration” means (I) $80,000,000 plus the amount of any shortfall in the Company’s obligation to source at least $50,000,000 in proceeds from a private placement to be consummated immediately prior to the Merger, and an additional (II) $40,000,000 (the “Earn Out Consideration”). Pursuant to Lock-up Agreements executed in connection with the Merger Agreement, all of the shares of Parent Common Stock to be issued to holders of Car Tech Units (other than 500,000 shares issued pursuant to clause (I) of the definition of Aggregate Merger Consideration) will be subject to time based restrictions on transfer, and the 4,000,000 shares of Parent Common Stock to be issued to holders of Car Tech Units based on the Earn Out Consideration will be subject to additional transfer restrictions, release and forfeiture. Other Agreements executed in connection with the Merger Agreement include a Contribution and Exchange Agreement executed by Car Tech’s principal equity holder and the Company, a Support Agreement executed by the Company and Car Tech and the Company’s Sponsor and certain members of Car Tech, and a Warrant Transfer and Option Agreement executed by the Company’s Sponsor and an affiliate of the underwriter in the Company’s Initial Public Offering and Car Tech’s principal equity holder. In connection with the proposed business combination, the Company intends to file with the SEC a registration statement on Form S-4, which will include a proxy statement to be sent to the Company’s stockholders and a prospectus for the registration of the Company’s Common Stock to be issued in connection with the Merger (as amended from time to time, the “Registration Statement”). A full description of the terms of the proposed business combination is expected to be provided in the Registration Statement. Nasdaq Notice 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. On November 20, 2023, the Company submitted 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. See Note 10. Risks and Uncertainties Management continues to evaluate the impact of global conflicts and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases, on the industry and has concluded that while it is reasonably possible that such events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target, 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 these uncertainties.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

10-K

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Emerging Growth Company

non-emerging

Use of Estimates

non-redemption

agreements. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Investments held in the Trust Account and the Investment Account

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

Class A common stock subject to possible redemption

At March 31, 2024 and December 31, 2023, 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
Remeasurement 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
Remeasurement adjustment of Class A common stock to redemption value		2,240,671

Class A common stock subject to possible redemption at March 31, 2023		238,626,268
Remeasurement adjustment of Class A common stock to redemption value		1,003,291
Fair value of redeemed Class A common stock		(222,484,624	))

Class A common stock subject to possible redemption at June 30, 2023		17,144,935
Remeasurement adjustment of Class A common stock to redemption value		299,813

Class A common stock subject to possible redemption at September 30, 2023	$	17,444,748
Remeasurement adjustment of Class A common stock to redemption value		255,398

Class A common stock subject to possible redemption at December 31, 2023	$	17,700,146
Remeasurement adjustment of Class A common stock to redemption value		212,490

Class A common stock subject to possible redemption at March 31, 2024	$	17,912,636

Net income (loss) per share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the

two-class

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 March 31, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(1,216,895	)	$	(42,985	)
Denominator:
Basic and diluted weighted average shares outstanding		7,077,478			250,000
Basic and diluted net loss per share of common stock	$	(0.17	)	$	(0.17	)


	For the Three Months Ended March 31, 2023
	Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	1,368,438	$	342,109
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.06	$	0.06

Concentration of Credit Risk

Income Taxes

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.

non-deductible

acquisition costs, and the change in valuation allowance on the deferred tax assets.

New Law and Changes

paid-in

capital or accumulated deficit if additional

paid-in

capital is not available.

Derivative Financial Instruments

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

Warrant Instruments

re-measured

As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 per Public Warrant to estimate the volatility for the Private Placement Warrants.

Fair Value Measurements

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

Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU

2023-09,

“Improvements to Income Tax Disclosures” (“ASU

2023-09”).

2023-09

will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU

2023-09

will have on its financial statements.

Initial Public Offering	3 Months Ended
Initial Public Offering	Mar. 31, 2024
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.

Private Placement	3 Months Ended
Private Placement	Mar. 31, 2024
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.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2024
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 ended March 31, 2024, the Company recorded $45,000 in administrative fees. As of March 31, 2024 and December 31, 2023, there was a balance of $225,000 and $180,000, 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 March 31, 2024 and December 31, 2023, 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. A third Commitment Letter was dated December 20, 2023 for up to an additional $800,000. The Sponsor is charging interest at the mid-term applicable federal rate at the time of funding. During the three months ended March 31, 2024, the Sponsor loaned an aggregate of $175,000 to the Company for working capital purposes. As of March 31, 2024 and December 31, 2023, $1,175,000 and $1,000,000 remained outstanding, respectively. As of March 31, 2024 and December 31, 2023, there was accrued interest of $30,209 and $19,404, 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. For the three months ended March 31, 2024 and March 31, 2023, the Company recorded $46,800 and $93,600 of compensation for services provided, respectively. As of March 31, 2024 and December 31, 2023, there was $280,800 and $234,000 accrued, respectively. 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 March 31, 2024 and December 31, 2023. 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 March 31, 2024 and December 31, 2023. Non-Redemption Agreements The Sponsor entered into Non-redemption agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on April 28, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 250,000 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. (See Note 6: Commitments and Contingencies: Non-Redemption Agreements.) The Company estimated the aggregate fair value of such 250,000 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-redemption agreements to be $180,000 or $0.72 per share. The fair value as of April 26 and 27, 2023 was determined using the probability of a successful Business Combination of 7%, derived from an option pricing model for the publicly traded warrants, and the average value per shares as of the valuation date of $10.30. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The fair value of such Founder Shares was determined to be to be a cost associated with completing a Business Combination and a capital contribution from a related entity under SAB Topic 5T.

Commitments And Contingencies	3 Months Ended
Commitments And Contingencies	Mar. 31, 2024
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. Consulting Agreement We have agreed to make payment to our Chief Financial Officer of $15,600 per month for his services prior to the consummation of our initial business combination. On April 1, 2022, the agreement with the Chief Financial Officer was amended so that he 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 will become payable to the Chief Financial Officer upon a successful consummation of a business combination. This agreement with the Chief Financial Officer 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 a successful business combination does not occur, we will not be required to pay any further amounts to our Chief Financial Officer. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Additionally, we have agreed to make one-time payments of $150,000 to our Chief Financial Officer, subject to the terms of an independent consulting services agreements. For the three months ended March 31, 2024 and March 31, 2023, the Company recorded $46,800 and $93,600 of compensation for services provided, respectively. As of March 31, 2024 and December 31, 2023, there was $280,800 and $234,000 accrued, respectively. Non-Redemption Agreements On April 26, 2023 and April 27, 2023, the Company and the Sponsor entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with certain unaffiliated third parties (each, a “Holder,” and collectively, the “Holders”) in exchange for the Holder or Holders agreeing either not to request redemption in connection with the Extension (as defined below) or to reverse any previously submitted redemption demand in connection with the Extension with respect to an aggregate of 1,250,000 Class A common stock, par value $0.0001 per share (the “Class A Shares”), of the Company sold in its initial public offering at the special meeting of stockholders called by the Company to consider and act upon a proposal to extend the date by which the Company has to consummate an initial business combination (the “Termination Date”) from May 2, 2023 to May 2, 2024. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an initial business combination, (i) the Sponsor (or its designees) will surrender and forfeit to the Company for no consideration an aggregate of 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (the “Forfeited Shares”) and (ii) the Company shall issue to the Holders a number of Class A Shares equal to the Forfeited Shares. 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.

Stockholders' Deficit	3 Months Ended
Stockholders' Deficit	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Stockholders' 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, there were 1,577,478 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 on March 31, 2024 and December 31, 2023 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 March 31, 2024 and December 31, 2023, there were 250,000 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. As of March 31, 2024 there were outstanding 250,000 shares of Class B common stock, all of which are subject to the Non-Redemption Agreements discussed in Note 6. Commitment and Contingencies: Non-Redemption Agreements.

Warrant Liabilities

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrant Liabilities

NOTE 8. WARRANT LIABILITIES

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

•

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.

non-redeemable,

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

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.


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.


Description:	Level		March 31, 2024		December 31, 2023
Assets:
Investments held to Maturity		1	$	109,979		108,610
Investments held in Trust Account		1	$	17,821,005	$	17,591,536
Liabilities:
Warrant liability - Private Placement Warrants		3	$	600,000	$	480,000
Warrant liability - Public Warrants		1	$	575,000	$	460,000

The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC

815-40

one-half


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at December 31, 2023	$	480,000
Change in fair value of derivative warrant liabilities		120,000

Balance, fair value at March 31, 2024	$	600,000

As of March 31, 2024 and December 31, 2023, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:


	March 31, 2024			December 31, 2023
Risk-free interest rate		4.21	%		3.84	%
Expected volatility of underlying shares		2.00	%		2.00	%
Dividend yield		0.00	%		0.00	%
Probability of business combination		2.75	%		2.75	%

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, 2023	$	480,000	$	460,000	$	940,000
Change in fair value		120,000		115,000		235,000

Fair value at March 31, 2024	$	600,000	$	575,000	$	1,175,000

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
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 April 16, 2024, the Company held a special meeting of stockholders (the “April 2024 Special Meeting”). As of March 5, 2024, the record date of the April 2024 Special Meeting, there were 7,327,478 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 7,077,478 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the April 2024 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, 2024, to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company (the “Board”), without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date 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 17, 2024, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware. At the April 2024 Special Meeting, the Company’s stockholders also approved a proposal to amend our amended and restated certificate of incorporation to eliminate the limitation that the Company shall not redeem Class A Common Stock included as part of the units sold in the IPO (including any shares issued in exchange thereof, the “public shares”) to the extent that such redemption would cause our net tangible assets to be less than $5,000,001 (the “Redemption Limitation”) to allow us to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation. Stockholders holding 839,332 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, $9,513,006.70 (approximately $11.33 per share) will be removed from the Trust Account to pay such holders. On May 7, 2024, the Company received a written notice (the “MVPHS Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a Market Value of Publicly Held Shares (“MVPHS”) of no less than $15 million 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. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until November 3, 2024, to regain compliance. The MVPHS Letter notes that to regain compliance, the Company’s MVPHS must close at or above $15 million for a minimum of ten consecutive business days during the compliance period. The MVPHS Letter further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). The Company disclosed its receipt of the MVPHS Notice pursuant to a Form 8-K filed on May 13, 2024, as required by Nasdaq rules. In the event the Company does not regain compliance with the MVPHS requirement or the minimum total holder requirement under Nasdaq Listing Rule 5450(a)(2) (the “Total Holder Requirement”) (as reflected in the written notice from Nasdaq received on October 9, 2023 (the “Total Holder Notice”)) during the stipulated time periods, it is expected that Nasdaq would notify the Company that its securities are subject to delisting. At such time, the Company anticipates it would appeal such determination to a Nasdaq Hearings Panel (the “Panel”), and such request would stay the suspension and delisting action with respect to both the Total Holder Requirement and MVPHS requirement pending the Panel’s decision. In connection with the foregoing, the Company submitted an application for a transfer from the Nasdaq Global Market to the Nasdaq Capital Market on May 8, 2024 (the “Application”). If the Staff approves the Application, the Staff advised the Company that both the Total Holder Notice and MVPHS Notice shall no longer be applicable to the Company. The Company believes it will be in compliance with the continued listing standards of the Nasdaq Capital Market, including a minimum MVPHS of $ 1 mm and minimum 300 holders (not including any holder who is, either directly or indirectly, an executive officer, director or 10 % beneficial owner), prior to any final determination of a delisting action before the Panel.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

10-K

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Emerging Growth Company

non-emerging

Use of Estimates

non-redemption

agreements. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Investments held in the Trust Account and the Investment Account

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

Class A common stock subject to possible redemption

At March 31, 2024 and December 31, 2023, 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
Remeasurement 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
Remeasurement adjustment of Class A common stock to redemption value		2,240,671

Class A common stock subject to possible redemption at March 31, 2023		238,626,268
Remeasurement adjustment of Class A common stock to redemption value		1,003,291
Fair value of redeemed Class A common stock		(222,484,624	))

Class A common stock subject to possible redemption at June 30, 2023		17,144,935
Remeasurement adjustment of Class A common stock to redemption value		299,813

Class A common stock subject to possible redemption at September 30, 2023	$	17,444,748
Remeasurement adjustment of Class A common stock to redemption value		255,398

Class A common stock subject to possible redemption at December 31, 2023	$	17,700,146
Remeasurement adjustment of Class A common stock to redemption value		212,490

Class A common stock subject to possible redemption at March 31, 2024	$	17,912,636

Net income (loss) per share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the

two-class

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 March 31, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(1,216,895	)	$	(42,985	)
Denominator:
Basic and diluted weighted average shares outstanding		7,077,478			250,000
Basic and diluted net loss per share of common stock	$	(0.17	)	$	(0.17	)


	For the Three Months Ended March 31, 2023
	Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	1,368,438	$	342,109
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.06	$	0.06

Concentration of Credit Risk

Income Taxes

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.

non-deductible

acquisition costs, and the change in valuation allowance on the deferred tax assets.

New Law and Changes

paid-in

capital or accumulated deficit if additional

paid-in

capital is not available.

Derivative Financial Instruments

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

Warrant Instruments

re-measured

As of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 per Public Warrant to estimate the volatility for the Private Placement Warrants.

Fair Value Measurements

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

Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU

2023-09,

“Improvements to Income Tax Disclosures” (“ASU

2023-09”).

2023-09

will be effective for the Company in the annual period beginning January 1, 2025, though early adoption is permitted. The Company is still evaluating the presentational effect that ASU

2023-09

will have on its financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of common stock subject to redeemption

At March 31, 2024 and December 31, 2023, 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
Remeasurement 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
Remeasurement adjustment of Class A common stock to redemption value		2,240,671

Class A common stock subject to possible redemption at March 31, 2023		238,626,268
Remeasurement adjustment of Class A common stock to redemption value		1,003,291
Fair value of redeemed Class A common stock		(222,484,624	))

Class A common stock subject to possible redemption at June 30, 2023		17,144,935
Remeasurement adjustment of Class A common stock to redemption value		299,813

Class A common stock subject to possible redemption at September 30, 2023	$	17,444,748
Remeasurement adjustment of Class A common stock to redemption value		255,398

Class A common stock subject to possible redemption at December 31, 2023	$	17,700,146
Remeasurement adjustment of Class A common stock to redemption value		212,490

Class A common stock subject to possible redemption at March 31, 2024	$	17,912,636

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 March 31, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(1,216,895	)	$	(42,985	)
Denominator:
Basic and diluted weighted average shares outstanding		7,077,478			250,000
Basic and diluted net loss per share of common stock	$	(0.17	)	$	(0.17	)


	For the Three Months Ended March 31, 2023
	Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	1,368,438	$	342,109
Denominator:
Basic and diluted weighted average shares outstanding		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.06	$	0.06

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary Of Company's Assets And Liabilities That Are Measured At Fair Value


Description:	Level		March 31, 2024		December 31, 2023
Assets:
Investments held to Maturity		1	$	109,979		108,610
Investments held in Trust Account		1	$	17,821,005	$	17,591,536
Liabilities:
Warrant liability - Private Placement Warrants		3	$	600,000	$	480,000
Warrant liability - Public Warrants		1	$	575,000	$	460,000

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, 2023	$	480,000	$	460,000	$	940,000
Change in fair value		120,000		115,000		235,000

Fair value at March 31, 2024	$	600,000	$	575,000	$	1,175,000

Summary Of Fair Value Of The Derivative Feature Of The Warrants Was Calculated Using The Following Range Of Weighted Average Assumptions

As of March 31, 2024 and December 31, 2023, the fair value of the derivative feature of the Warrants was calculated using the following range of weighted average assumptions:


	March 31, 2024			December 31, 2023
Risk-free interest rate		4.21	%		3.84	%
Expected volatility of underlying shares		2.00	%		2.00	%
Dividend yield		0.00	%		0.00	%
Probability of business combination		2.75	%		2.75	%

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


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at December 31, 2023	$	480,000
Change in fair value of derivative warrant liabilities		120,000

Balance, fair value at March 31, 2024	$	600,000

Description of Organization and Business Operations and Liquidity - Additional Information (Detail) - USD ($)					1 Months Ended	3 Months Ended
	Feb. 21, 2024	May 15, 2023	May 09, 2023	Nov. 02, 2021	Apr. 28, 2023	Mar. 31, 2024	Dec. 31, 2023
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						$ 96,892	$ 79,974
Deferred underwriting fees				$ 8,050,000
Investments held in the Trust Account						17,821,005	17,591,536
Working capital						5,000,000
Current liabilities						5,373,116	4,126,409
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 (Restricted)						109,979	$ 108,610
Investment reserved to pay accrued taxes and dissolution costs and expenses						$ 100,000
Share price						$ 11.3
Short term investments						$ 109,979
Expenses for Benefit of Trust from Interest Earned						$ 9,979
Aggregate merger consideration received	$ 80,000,000
Earn out consideration	$ 40,000,000
Shares issued as part of merger consideration not subject to lock in period	500,000
Parent Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock shares issued	4,000,000
Capital Units [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock units per unit	$ 10
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
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, voting rights						sponsor holds approximately 78% of the Class A shares eligible to vote at the special meeting
Common stock voting rights percentage						78.00%
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
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from issuance of private placement	$ 50,000,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	May 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Aug. 16, 2022	Dec. 31, 2021
FDIC Insured Amount	$ 250,000
Cash equivalents	0			$ 0
Deferred offering costs	$ 705,589
Unrecognized tax benefits			$ 0	0
Accrued for interest and penalties			$ 0	0
Number of Class A common stock into which the class of warrant or right may be converted.	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%
Effective income tax rate	(3.40%)	25.90%
Effective tax rate differs from the statutory tax rate	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	$ 17,912,636	$ 238,626,268		$ 17,700,146	$ 17,444,748	$ 17,144,935	$ 236,385,597		$ 234,600,000

Summary of Significant Accounting Policies - Summary of Common Stock Subject to Redemption (Detail) - USD ($)	3 Months Ended					12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Remeasurement adjustment of Class A common stock to redemption value	$ 212,490				$ 2,240,671
Common Class A [Member]
Temporary Equity [Line Items]
Class A common stock subject to possible redemption	17,912,636	$ 17,700,146	$ 17,444,748	$ 17,144,935	238,626,268	$ 236,385,597	$ 234,600,000
Remeasurement adjustment of Class A common stock to redemption value	$ 212,490	$ 255,398	$ 299,813	1,003,291	$ 2,240,671	$ 1,785,597
Redemption of Class A common stock				$ (222,484,624)

Summary of Significant Accounting Policies - Summary of Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Allocation of net income (loss)	$ (1,259,880)	$ 1,710,547
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ (1,216,895)	$ 1,368,438
Denominator:
Weighted Average Number of Shares Outstanding, Basic	7,077,478	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	7,077,478	23,000,000
Earnings Per Share, Basic	$ (0.17)	$ 0.06
Earnings Per Share, Diluted	$ (0.17)	$ 0.06
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ (42,985)	$ 342,109
Denominator:
Weighted Average Number of Shares Outstanding, Basic	250,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	250,000	5,750,000
Earnings Per Share, Basic	$ (0.17)	$ 0.06
Earnings Per Share, Diluted	$ (0.17)	$ 0.06

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 02, 2021	Mar. 31, 2024	Dec. 31, 2023
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

Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($)		3 Months Ended
	Nov. 02, 2021	Mar. 31, 2024
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

Related Party Transactions - Additional Information (Detail) - USD ($)					3 Months Ended		9 Months Ended	12 Months Ended
	Apr. 28, 2023	Apr. 01, 2022	Nov. 02, 2021	Mar. 25, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 20, 2023	May 04, 2023	Jan. 01, 2023	Mar. 10, 2022
Related Party Transaction [Line Items]
Share price					$ 11.3
Proceeds from Related Party Debt					$ 55,805	$ 29,788
Related party management Fees					45,000			$ 45,000
Percentage of consulting fees											100.00%
Accrued professional fees, current											$ 15,600
Proceeds from loan payable – Sponsor					$ 175,000	$ 0
stock issued during the period value per share					$ 10
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
Debt Instrument Conversion Price					$ 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
IPO [Member]
Related Party Transaction [Line Items]
stock issued during the period value per share			$ 10
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									$ 800,000	$ 750,000		$ 250,000
Proceeds from loan payable – Sponsor					175,000
Other Liabilities					1,175,000			1,000,000
Interest payable current					30,209			19,404
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 from related party					225,000			180,000
Related Party [Member] \| Working Capital Loan [Member]
Related Party Transaction [Line Items]
Other liabilities					0			0
Related Party [Member] \| Consulting Agreement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party					46,800			93,600
Accrued operating costs and expenses					$ 280,800			$ 234,000
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]
Stock Issued During Period, Shares, New Issues					250,000
Stock Issued During Period, Value, New Issues					$ 180,000
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited				750,000
stock issued during the period value per share					$ 0.72
Percent of probability					7.00%
Founder shares [Member] \| Sponsor [Member] \| Valuation Technique, Option Pricing Model [Member]
Related Party Transaction [Line Items]
stock issued during the period value per share					$ 10.3
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%
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

Commitments and Contingencies - Additional Information (Detail) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 01, 2022	Nov. 02, 2021	Mar. 31, 2024	Dec. 31, 2022	Dec. 31, 2023	Apr. 26, 2023	Jan. 01, 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			$ 11.3
Percentage of consulting fees							100.00%
Accrued professional fees, current							$ 15,600
Common Stock Subject To Possible Redemption			1,577,478		1,577,478
Chief Financial Officer [Member]
Loss Contingencies [Line Items]
Related Party Transaction, Amounts of Transaction			$ 150,000
Consulting Agreement [Member]
Loss Contingencies [Line Items]
Accrued Liabilities			280,800		$ 234,000
Consulting Agreement [Member] \| Related Party [Member]
Loss Contingencies [Line Items]
Operating Costs and Expenses			46,800		$ 93,600
Consulting Agreement [Member] \| Chief Financial Officer [Member]
Loss Contingencies [Line Items]
Related Party Transaction, Amounts of Transaction	$ 10,400		$ 15,600	$ 5,200
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]
Loss Contingencies [Line Items]
Common Stock Subject To Possible Redemption			1,577,478		1,577,478
Common Class A [Member] \| Non Redemption Agreement [Member]
Loss Contingencies [Line Items]
Common Stock Subject To Possible Redemption						1,250,000
Temporary Equity, Redemption Price Per Share						$ 0.0001
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
Common Class B [Member] \| Non Redemption Agreement [Member]
Loss Contingencies [Line Items]
Common Stock Subject To Possible Redemption						250,000
Temporary Equity, Redemption Price Per Share						$ 0.0001

Stockholders' Deficit - Additional Information (Detail) - $ / shares		3 Months Ended
	Apr. 28, 2023	Mar. 31, 2024	Dec. 31, 2023	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	1,577,478
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	5,500,000
Common stock shares outstanding		5,500,000	5,500,000
Common Stock Subject To Possible Redemption		1,577,478	1,577,478
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	250,000
Common stock shares outstanding		250,000	250,000
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

Warrant Liabilities - Additional Information (Detail)	3 Months Ended
Warrant Liabilities - Additional Information (Detail)	Mar. 31, 2024 $ / shares
Class of Warrant or Right [Line Items]
Share price	$ 11.3
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

Fair Value Measurements - Summary Of Company's Assets And Liabilities That Are Measured At Fair Value (Detail) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account	$ 17,821,005	$ 17,591,536
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	17,821,005	17,591,536
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 Held for Trading	109,979	108,610
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	575,000	460,000
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	$ 600,000	$ 480,000

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)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of derivative warrant liabilities	$ 235,000
Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	480,000
Change in fair value of derivative warrant liabilities	120,000
Ending balance	$ 600,000
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 Measurements - Summary Of Fair Value Of The Derivative Feature Of The Warrants Was Calculated Using The Following Range Of Weighted Average Assumptions (Detail)	Mar. 31, 2024	Dec. 31, 2023
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.21	3.84
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	2.75	2.75

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)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 940,000
Change in fair value	235,000
Ending balance	1,175,000
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	480,000
Change in fair value	120,000
Ending balance	600,000
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	460,000
Change in fair value	115,000
Ending balance	$ 575,000

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Derivative Liability	$ 1,175,000	$ 940,000
Gain on Change In Fair Value Of The Derivative Warrants	$ 235,000

Subsequent Events - Additional Information (Detail) - USD ($)	May 07, 2024	Apr. 16, 2024	Mar. 31, 2024	Dec. 31, 2023	Nov. 02, 2021
Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares outstanding			5,500,000	5,500,000
Common stock par or stated value per share			$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued			5,500,000	5,500,000
Common Class B [Member]
Subsequent Event [Line Items]
Common stock shares outstanding			250,000	250,000
Common stock par or stated value per share			$ 0.0001	$ 0.0001
Common stock shares issued			250,000	250,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		7,327,478
Common stock par or stated value per share		$ 0.0001
Common stock shares issued		7,327,478
Subsequent Event [Member] \| Rule 5450(b)(2)(C) [Member]
Subsequent Event [Line Items]
Minimum Of Publicly Held Shares Value	$ 15,000,000
Maximum period to maintain minimum publicaly held share value	10 days
Subsequent Event [Member] \| Rule 5810(c)(3)(D) [Member]
Subsequent Event [Line Items]
Maximum period to regain compliance	180 calendar days, or until November 3, 2024
Subsequent Event [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		7,077,478
Common stock par or stated value per share		$ 0.0001
Common stock shares issued		7,077,478
Redemption Of Stock Upto The Value Of Net Tangible Asset		$ 5,000,001
Common Stock Held in Trust		839,332
Payments For Repurchase Of Common Stock From Trust Account		$ 9,513,006.7
Repurchase Of Common Stock Per Share Value		$ 11.33
Subsequent Event [Member] \| Common Class B [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		250,000
Common stock par or stated value per share		$ 0.0001
Common stock shares issued		250,000