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AltEnergy Acquisition p(AEAE) - 2023 Q4 - Annual Report

Financial Performance - For the year ended December 31, 2023, the company reported net income of 2,473,401,whichincludedinterestincomeof2,473,401, which included interest income of 4,216,411 and a gain of 1,410,000fromchangesinfairvalueofderivativewarrantliabilities[197].Thecompanyincurredtotaloperatingexpensesof1,410,000 from changes in fair value of derivative warrant liabilities [197]. - The company incurred total operating expenses of 2,283,526 for the year ended December 31, 2023, which included administrative fees of 180,000andgeneralandadministrativeexpensesof180,000 and general and administrative expenses of 1,689,526 [197]. - Net income for the year ended December 31, 2023, was 2,473,401,adecreasefrom2,473,401, a decrease from 12,854,233 in 2022 [235]. - Total expenses for 2023 were 2,283,526,upfrom2,283,526, up from 1,532,385 in 2022, indicating a 49% increase [235]. - Income earned on investments held in the Trust Account was 4,216,411in2023,comparedto4,216,411 in 2023, compared to 3,376,559 in 2022, reflecting a 25% increase [235]. - Basic and diluted net income per share for Class A common stock was 0.17fortheyearendedDecember31,2023,comparedto0.17 for the year ended December 31, 2023, compared to 0.45 in 2022 [285]. - The Company recorded a federal income tax provision of 861,417fortheyearendedDecember31,2023,comparedto861,417 for the year ended December 31, 2023, compared to 630,066 for 2022 [340]. - The effective tax rate for the year ended December 31, 2023, was 25.83%, significantly higher than the 4.7% effective tax rate for 2022 [343]. Assets and Liabilities - As of December 31, 2023, the total assets of the company were 17,952,145,asignificantdecreasefrom17,952,145, a significant decrease from 237,965,034 as of December 31, 2022 [231]. - The company reported current assets of 360,609asofDecember31,2023,downfrom360,609 as of December 31, 2023, down from 591,496 in the previous year [231]. - Total current liabilities increased to 4,126,409in2023from4,126,409 in 2023 from 673,227 in 2022, representing a significant rise [232]. - Total liabilities rose to 13,116,409in2023from13,116,409 in 2023 from 11,073,227 in 2022, marking an increase of 18.4% [232]. - The company had an accumulated deficit of (12,864,985)asofDecember31,2023,comparedto(12,864,985) as of December 31, 2023, compared to (9,494,365) in 2022 [233]. - The Company had a working capital deficit of approximately 3.8millionandcurrentliabilitiesofapproximately3.8 million and current liabilities of approximately 4.1 million as of December 31, 2023 [263]. Trust Account and Business Combination - As of December 31, 2023, the Trust Account held 17,591,536,approximately17,591,536, approximately 11.15 per share, available for business combination purposes [199]. - The company intends to use funds in the Trust Account primarily to complete an initial business combination and for working capital of the target business [203]. - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account [253]. - If the Company fails to complete a Business Combination by May 2, 2024, it will cease operations and liquidate [264]. - The Company has scheduled a special meeting for April 16, 2024, to consider an extension proposal to extend the deadline for completing a business combination from May 2, 2024, to November 2, 2024 [195]. - The proposal allows the board to extend the deadline for consummating an initial business combination up to six additional months, with each extension being one month, potentially extending to May 2, 2025 [351]. - Approximately 78% of the Class A shares eligible to vote at the special meeting are held by the sponsor, indicating strong support for the proposed extension [351]. Loans and Financing - The company has received a total of 1,825,000inloansfromtheSponsorforworkingcapitalpurposes,with1,825,000 in loans from the Sponsor for working capital purposes, with 1,000,000 outstanding as of December 31, 2023 [206]. - The Company had 108,610inarestrictedinvestmentaccount,with108,610 in a restricted investment account, with 100,000 reserved for potential dissolution costs [252]. - The deferred underwriting fees of 8,050,000arecontingentupontheconsummationoftheBusinessCombination[252].StockholderActivityStockholdersredeemed21,422,522ClassASharesforatotalof8,050,000 are contingent upon the consummation of the Business Combination [252]. Stockholder Activity - Stockholders redeemed 21,422,522 Class A Shares for a total of 222,484,624, approximately 10.38pershare,inconnectionwiththeextensionapprovedonApril28,2023[193].Stockholdersredeemed21,422,522ClassASharesforaprorataportionoftheTrustAccount,resultingin10.38 per share, in connection with the extension approved on April 28, 2023 [193]. - Stockholders redeemed 21,422,522 Class A Shares for a pro rata portion of the Trust Account, resulting in 222,484,624 being removed from the Trust Account [251]. Corporate Structure and Operations - The company is a Special Purpose Acquisition Corporation (SPAC) and is required to complete a business combination by May 2, 2024, or November 2, 2024, if an extension is approved [225]. - The company did not commence any operations as of December 31, 2023, and all activities were related to its formation and initial public offering [245]. - The Company completed a private placement of 12,000,000 warrants, generating gross proceeds of 12,000,000atapurchasepriceof12,000,000 at a purchase price of 1.00 per warrant [247]. - The Company generated gross proceeds of 230,000,000fromitsInitialPublicOffering,whichwascompletedonNovember2,2021[246].RegulatoryComplianceTheCompanyreceivedanoticefromNasdaqonOctober9,2023,indicatingnoncompliancewiththerequirementofmaintainingatleast400totalholdersforcontinuedlisting[267].AplantoregaincompliancewassubmittedtoNasdaqonNovember20,2023,whichmaygrantanextensionofupto180daysifaccepted[268].DerivativeLiabilitiesandFairValueThetotalfairvalueoftheCompanysderivativeliabilitywas230,000,000 from its Initial Public Offering, which was completed on November 2, 2021 [246]. Regulatory Compliance - The Company received a notice from Nasdaq on October 9, 2023, indicating non-compliance with the requirement of maintaining at least 400 total holders for continued listing [267]. - A plan to regain compliance was submitted to Nasdaq on November 20, 2023, which may grant an extension of up to 180 days if accepted [268]. Derivative Liabilities and Fair Value - The total fair value of the Company's derivative liability was 940,000 as of December 31, 2023, down from 2,350,000in2022[338].TheCompanyrecordedagainof2,350,000 in 2022 [338]. - The Company recorded a gain of 1,410,000 on the change in fair value of derivative warrants for the year ended December 31, 2023, compared to a gain of 11,640,000for2022[338].ThefairvalueofPrivatePlacementWarrantsdecreasedfrom11,640,000 for 2022 [338]. - The fair value of Private Placement Warrants decreased from 1,200,000 in 2022 to 480,000in2023,whilePublicWarrantsdecreasedfrom480,000 in 2023, while Public Warrants decreased from 1,150,000 to 460,000inthesameperiod[333].TaxationThechangeinvaluationallowancefordeferredtaxassetswas460,000 in the same period [333]. Taxation - The change in valuation allowance for deferred tax assets was 386,973 in 2023, up from $239,426 in 2022 [340]. - The Company is subject to income taxation by major taxing authorities since inception, with no expected material changes in unrecognized tax benefits over the next twelve months [290]. - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of December 31, 2023, and 2022 [289].