Form 10-Q

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 JUNE 30, 2022

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, 9

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 ☐

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 ☐

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 ☐

As of August

, 2022, 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.


PART I—FINANCIAL INFORMATION		1

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (audited)	1

	Condensed Statements of Operations for the three months ended June 30, 2022 and 2021 (unaudited), the six months ended June 30, 2022 (unaudited) and for the period from February 9, 2021 (inception) through June 30, 2021 (unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2022 (unaudited) and for the period from February 9, 2021 (inception) through June 30, 2021 (unaudited)	3

	Condensed Statements of Cash Flows for the six months ended June 30, 2022 (unaudited) and for the period from February 9, 2021 (inception) through June 30, 2021 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II —OTHER INFORMATION		24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25


	June 30, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets:
Cash	$	348,869		$	979,226
Prepaid expenses		453,133			458,133

Total Current Assets		802,002			1,437,359
Investments held in the Trust Account		234,964,435			234,616,116
Other assets		147,879			370,931

Total Assets	$	235,914,316		$	236,424,406

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	384,779		$	319,877
Accrued offering costs		—			8,082
Due to related party		15,000			18,873

Total Current Liabilities		399,779			346,832
Deferred taxes payable		262,687			—
Derivative warrant liabilities		3,995,000			13,990,000
Deferred underwriting commission		8,050,000			8,050,000

Total liabilities		12,707,466			22,386,832
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 23,000,000 shares (at $10.20 per share)		234,600,000			234,600,000
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, none issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		—			—
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 5,750,000 shares issued and outstanding		575			575
Additional paid-in capital		—			—
Accumulated deficit		(11,393,725	)		(20,563,001	)

Total Stockholders’ Deficit		(11,393,150	)		(20,562,426	)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	235,914,316		$	236,424,406


	For the Three Months Ended June 30,						For the Six Months Ended June 30,			For the Period February 9, 2021 (Inception) Through June 30,
	2022			2021			2022			2021
EXPENSES
Administrative fee—related party	$	45,000		$	—		$	90,000		$	—
General and administrative		342,025			50,653			687,750			85,201

TOTAL EXPENSES		387,025			50,653			777,750			85,201

OTHER INCOME
Income earned on investments held in Trust Account		338,218			—			404,819			—
Change in fair value of derivative warrant liabilities		1,410,000			—			9,995,000			—

TOTAL OTHER INCOME		1,748,218			—			10,399,819			—

Net income (loss) before income tax provision		1,361,193			(50,653	)		9,622,069			(85,201	)

Income tax provision		(452,793	)		—			(452,793	)		—

Net income (loss)	$	908,400		$	(50,653	)	$	9,169,276		$	(85,201	)

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

Basic and diluted net income per share of Class A common stock	$	0.03					$	0.32

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

Basic and diluted net income (loss) per share of Class B common stock	$	0.03		$	(0.01	)	$	0.32		$	(0.02	)


	Class B Common Stock				Additional Paid-In Capital		Accumulated Deficit			Stockholders’ Deficit
	Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Stockholders’ Deficit
Balance as of January 1, 2022		5,750,000	$	575	$	—	$	(20,563,001	)	$	(20,562,426	)
Net income		—		—		—		8,260,876			8,260,876

Balance as of March 31, 2022		5,750,000		575		—		(12,302,125	)		(12,301,550	)

Net income		—		—		—		908,400			908,400

Balance as of June 30, 2022		5,750,000	$	575	$	—	$	(11,393,725	)	$	(11,393,150	)


	For the Six Months Ended June 30, 2022			For the Period From February 9, 2021 (Inception) Through June 30, 2021
Cash Flows From Operating Activities:
Net income (loss)	$	9,169,276		$	(85,201	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account		(404,818	)		—
Gain on change in fair value of derivative liabilities		(9,995,000	)		—
Change in deferred taxes payable		262,687			—
Changes in operating assets and liabilities:
Prepaid expenses		5,000			—
Other assets		223,052			—
Accounts payable and accrued expenses		64,902			(32,029	)

Net Cash Used In Operating Activities		(674,901	)		(117,230	)

Cash Flows From Investing Activities:
Interest released from Trust Account to cover Taxes paid		56,499			—

Net Cash (Used In) Provided by Investing Activities		56,499			—

Cash Flows From Financing Activities:
Proceeds from issuance of Class B common stock to sponsor		—			25,000
Repayment of related party payable		(3,873	)		—
Proceeds from sponsor note		—			100,000
Payment of offering costs		(8,082	)		—

Net Cash (Used In) Provided By Financing Activities		(11,955	)		125,000

Net change in cash		(630,357	)		7,770
Cash at beginning of period		979,226			—

Cash at end of period	$	348,869		$	7,770


	Three months ended June 30, 2022		Three Months ended June 30, 2021
Class A common stock
Numerator: Income allocable to Class A common stock	$	726,720
Denominator: Basic and diluted weighted average shares outstanding		23,000,000


	Three months ended June 30, 2022		Three Months ended June 30, 2021
Basic and diluted net income per share, Class A Common Stock	$	0.03

Class B common stock
Numerator: Income (loss) allocable to Class B common stock	$	181,680	$	(50,653	)
Denominator: Basic and diluted weighted average shares outstanding		5,750,000		5,000,000

Basic and diluted net income (loss) per share, Class B Common Stock	$	0.03	$	(0.01	)


	Six months ended June 30, 2022		For the Period From February 9, 2021 (inception) Through June 30, 2021
Class A common stock
Numerator: Income allocable to Class A common stock	$	7,335,421
Denominator: Basic and diluted weighted average shares outstanding		23,000,000

Basic and diluted net income per share, Class A Common Stock	$	0.32

Class B common stock
Numerator: Income (loss) allocable to Class B common stock	$	1,833,855	$	(85,201	)
Denominator: Basic and diluted weighted average shares outstanding		5,750,000		5,000,000

Basic and diluted net income (loss) per share, Class B Common Stock	$	0.32	$	(0.02	)


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		June 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account		1	$	234,964,435		234,616,116
Liabilities:
Warrant liability – Private Placement Warrants		3	$	2,040,000		7,320,000
Warrant liability – Public Warrants		1		1,955,000		6,670,000


	June 30, 2022			December 31, 2021
Risk-free interest rate		3.01	%		1.26	%
Expected volatility of underlying shares		3.0	%		12.0	%
Dividend yield		0	%		0	%
Probability of business combination		47	%		90	%


Exhibit No.		Description

31.1*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

32.1*		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

32.2*		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.CAL*		Inline XBRL Taxonomy Extension Schema Document

101.SCH*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101


ALTENERGY ACQUISITION CORP.

By:		/s/ Russell Stidolph
Name:		Russell Stidolph
Title:		Chief Executive Officer (principal executive officer)
		Chief Executive Officer (principal executive officer)



By:		/s/ Jonathan Darnell
Name:		Jonathan Darnell
Title:		Chief Financial Officer (principal financial officer)
		Chief Financial Officer (principal financial officer)


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at March 31, 2022	$	2,760,000
Change in fair value of derivative warrant liabilities		(720,000	)

Balance, fair value at June 30, 2022	$	2,040,000


	Fair Value Measurement Using Level 3 Inputs Total
Balance, fair value at December 31, 2021	$	7,320,000
Change in fair value of derivative warrant liabilities		(5,280,000	)

Balance, fair value at June 30, 2022	$	2,040,000


	Private Placement Warrants			Public Warrants			Total
Fair value at December 31, 2021	$	7,320,000		$	6,670,000		$	13,990,000
Change in fair value		(5,280,000	)		(4,715,000	)		(9,995,000	)

Fair value at June 30, 2022	$	2,040,000		$	1,955,000		$	3,995,000

SEC Form 10-Q filed by AltEnergy Acquisition Corp.