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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AltEnergy Acquisition Corporation | NASDAQ:AEAEU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.94 | 0.0001 | 13.73 | 0 | 21:00:02 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware |
84-2157013 | |
(State or Other Jurisdiction of Incorporation or Organization |
(I.R.S. Employer Identification No.) |
600 Lexington Avenue 9th Floor New York, New York |
10022 | |
(Address of Principal Executive Offices) |
(Zip Code) |
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 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer |
☒ | Smaller reporting company | ☒ | |||||
Emerging growth company | ☒ |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of the prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases); |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account (as described below) or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance. |
Item 1. |
Business. |
• | Start with large addressable market: $2-$10billion TAM/SAM range. Factors we will consider in making TAM/SAM judgments will include i) geography, ii) competition, both from competing technology and solutions, and from countries with low costs of production and aggressive trade practices, and iii) slower than expected rates of market development. |
• | Proven technology or business model: |
• | Clear path to profitability: |
• | Have a defensible market position: |
• | Have a strong management team: |
• | Would Benefit Uniquely from our Capabilities: |
• | Are Sourced Through our Proprietary Channels: |
• | Have an Attractive Financial Profile: |
• | Have the Potential to Grow Organically or Through Additional Acquisitions |
• | Have sustainability focused operations: |
• | Will benefit from access to the public markets: |
Item 1A. |
Risk Factors. |
• | 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 disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset, or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles and challenges in collecting accounts receivable; |
• | tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | cultural and language differences; |
• | employment regulations; |
• | data privacy; |
• | changes in industry, regulatory or environmental standards within the jurisdictions where we operate; |
• | public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
• | deterioration of political relations with the United States; and |
• | government appropriations of assets. |
• | governmental or regulatory actions in any or all of our chosen markets, even if well intentioned, could have an immediate and dramatic effect on our business operations and opportunities; these effects could include: |
• | reduction in incentives or repeal of facilitative policies that promote alternative energy products and services; |
• | crowding out of opportunities for private capital deployment through large-scale public investment; |
• | adoption of burdensome or problematic governmental regulations and policies concerning renewable energy that discourage or interfere with energy development, electricity pricing and the processes for interconnecting electricity generation or obtaining governmental approval for our products and/or business operations; |
• | subsidization of less competitive forms of energy or related technologies that that enjoy strong political support that compete with our business; and |
• | substantial investments for infrastructure changes may be required for industry growth, but may not be forthcoming, including for electricity transmission and distribution upgrades, additional storage facilities, advancement of technologies and updates to the electric grid. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | may significantly dilute the equity interest of investors in the initial public offering; |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are 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; and |
• | may adversely affect prevailing market prices for our units, Class A common stock and/or warrants. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
• | registration as an investment company; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
• | 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 |
• | 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. |
• | 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. |
• | 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. |
Page |
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F-2 |
||||
Financial Statements: |
||||
F- 3 |
||||
F- 4 |
||||
F- 5 |
||||
F- 6 |
||||
F- 7 |
For the Period February 9, 2021 (Inception) Through December 31, 2021 |
||||
REVENUE |
$ |
— |
||
EXPENSES |
||||
Administration fee—related party |
45,000 | |||
General and administrative |
595,595 | |||
TOTAL EXPENSES |
640,595 | |||
OPERATING LOS S |
(640,595 |
) | ||
OTHER INCOME (EXPENSES) |
||||
Investment income earned on investment held in Trust Account |
16,146 | |||
Transaction costs allocable to warrant liability |
(926,044 | ) | ||
Change in fair value of derivative warrants |
13,190,000 | |||
TOTAL OTHER INCOME (EXPENSES)—NET |
12,280,102 | |||
NET INCOME ATTRIBUTABLE TO COMMON STOCK |
$ | 11,639,507 | ||
Weighted average number of shares of Class A common stock outstanding, basic and diluted |
4,175,385 | |||
Basic and diluted net income per share of Class A common stock |
$ | 1.17 | ||
Weighted average number of shares of Class B common stock outstanding, basic and diluted |
5,750,000 | |||
Basic and diluted net income per share of Class B common stock |
$ | 1.17 | ||
Class B |
Additional |
|||||||||||||||||||
Common Stock |
Paid-In |
Accumulated |
Stockholders’ |
|||||||||||||||||
Shares |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||
Balance as of February 9, 2021 (inception) |
— |
$ |
— |
$ |
— |
$ |
— |
$ |
— |
|||||||||||
Issuance of Class B common stock to Sponsor |
5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||
Fair value adjustment of Class A common stock to redemption value |
— | — | (24,425 | ) | (32,202,508 | ) | (32,226,933 | ) | ||||||||||||
Net income |
— | — | — | 11,639,507 | 11,639,507 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of December 31, 2021 |
5,750,000 |
$ |
575 |
$ |
— |
$ |
(20,563,001 |
) |
$ |
(20,562,426 |
) | |||||||||
|
|
|
|
|
|
|
|
|
|
For the period February 9, 2021 (Inception) Through December 31 2021 |
||||
Cash Flows From Operating Activities: |
||||
Net income |
$ | 11,639,507 | ||
Adjustments to reconcile net income to net cash used in operating activities: |
||||
Investment income earned on investment held in Trust Account |
(16,116 | ) | ||
Change in fair value of derivative liabilities |
(17,270,000 | ) | ||
Transaction costs allocable to warrant liability |
926,044 | |||
Excess fair value of private warrants over proceeds |
4,080,000 | |||
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
(458,133 | ) | ||
Other assets |
(370,931 | ) | ||
Accounts payable and accrued expenses |
341,555 | |||
|
|
|||
Net Cash Used In Operating Activities |
(1,128,074 | ) | ||
|
|
|||
Cash Flows From Investing Activities: |
||||
Cash deposited into Trust Account |
(234,600,000 | ) | ||
|
|
|||
Net Cash Used In Investing Activities |
(234,600,000 | ) | ||
|
|
|||
Cash Flows From Financing Activities: |
||||
Proceeds from sale of Units in Public Offering, net of underwriting fee |
225,400,000 | |||
Proceeds from sale of Private Placement Warrants |
12,000,000 | |||
Proceeds from note payable |
250,000 | |||
Repayment of note payable |
(250,000 | ) | ||
Proceeds from issuance of Class B common stock to sponsor |
25,000 | |||
Proceeds from related party payable |
20,000 | |||
Repayment of related party payable |
(32,111 | ) | ||
Payment of offering costs |
(705,589 | ) | ||
|
|
|||
Net Cash Provided By Financing Activities |
236,707,300 | |||
|
|
|||
Net change in cash |
979,226 | |||
Cash at beginning of period |
— | |||
|
|
|||
Cash at end of period |
$ |
979,226 |
||
|
|
|||
Supplemental disclosure of non-cash financing activities: |
||||
Deferred underwriters’ commissions |
$ | 8,050,000 | ||
Offering costs included in accrued offering costs |
$ | 17,388 | ||
Expenses paid by related parties on behalf of the Company |
$ | 15,984 | ||
Initial classification of fair value of Public warrants |
$ | 15,180,000 | ||
Initial classification value of common stock subject to possible redemption |
$ | 202,355,564 | ||
Remeasurement of Class A common stock subject to possible redemption |
$ | 32,244,436 |
Gross proceeds |
$ | 230,000,000 | ||
Less: |
||||
Transaction costs allocated to Class A common stock |
(12,429,546 | ) | ||
Proceeds allocated to Public Warrants |
(15,180,000 | ) | ||
|
|
|||
(27,609,546 | ) | |||
Plus: |
||||
Fair value adjustment of Class A common stock to redemption value |
32,209,546 | |||
|
|
|||
Class A common stock subject to possible redemption |
$ | 234,600,000 | ||
|
|
For the Period from February 9, 2021 (inception) December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Basic and diluted net loss per share of common stock |
||||||||
Numerator: |
||||||||
Allocation of net income, as adjusted |
$ | 4,896,477 | $ | 6,743,030 | ||||
Denominator: |
||||||||
Basic and diluted weighted average shares outstanding |
4,175,385 | 5,750,000 | ||||||
Basic and diluted net income per share of common stock |
$ | 1.17 | $ | 1.17 |
• | 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. |
• | 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. |
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 |
December 31, 2021 |
||||||
Investments held in Trust Account |
1 | $ | 234,616,116 | |||||
Liabilities: | ||||||||
Warrant liability – Private Placement Warrants |
3 | $ | 7,320,000 | |||||
Warrant liability – Public Warrants |
1 | $ | 6,670,000 |
Fair Value Measurement Using Level 3 Inputs Total |
||||
Balance, November 2, 2021 |
$ | — | ||
Derivative liabilities recorded on issuance of derivative warrants |
31,260,000 | |||
Transfer to Level 1 |
(15,180,000 | ) | ||
Change in fair value of derivative liabilities |
(7,320,000 | ) | ||
|
|
|||
Balance, December 31, 2021 |
$ | 8,760,000 | ||
|
|
November 2, 2021 |
December 31, 2021 |
|||||||
Risk-free interest rate |
1.18 | % | 1.26 | % | ||||
Expected life of warrants |
6.5 years | 6.30 years | ||||||
Expected volatility of underlying shares |
11.5 | % | 12.0 | % | ||||
Dividend yield |
0 | % | 0 | % | ||||
Probability of business combination |
90 | % | 90 | % |
Private Placement Warrants |
Public Warrants |
Warrant Liabilities |
||||||||||
Fair value at February 9, 2021 (inception) |
$ | — | $ | — | $ | — | ||||||
Initial measurement at November 2, 2021 |
16,080,000 | 15,180,000 | 31,260,000 | |||||||||
Change in fair value |
(8,760,000 | ) | (8,510,000 | ) | (17,270,000 | ) | ||||||
|
|
|
|
|
|
|||||||
Fair value at December 31, 2021 |
$ | 8,510,000 | $ | 6,670,000 | $ | 13,990,000 | ||||||
|
|
|
|
|
|
December 31, 2021 |
||||
Deferred tax assets: |
||||
Net operating losses |
$ | 33,154 | ||
Startup/organizational costs |
101,371 | |||
|
|
|||
Total deferred tax assets |
134,525 | |||
|
|
|||
Valuation Allowance |
134,525 | |||
|
|
|||
Deferred tax asset, net of allowance |
$ | — | ||
|
|
For the Period From February 9, 2021 (Inception) Through December 31, 2021 |
||||
Federal |
||||
Current |
$ | — | ||
Deferred |
134,525 | |||
State and local |
||||
Current |
— | |||
Deferred |
— | |||
Change in valuation allowance |
(134,525 | ) | ||
Income tax provision |
$ | — | ||
For the Period From February 9, 2021 (Inception) Through December 31, 2021 |
||||
U.S. federal statutory rate |
21.0 | % | ||
Other |
2.80 | % | ||
Valuation allowance |
(23.80 | )% | ||
Income tax provision |
— | % | ||
Name |
Age |
Position | ||
Russell Stidolph |
46 | Chief Executive Officer and Chairman | ||
Jonathan Darnell |
61 | Chief Financial Officer | ||
Arul Gupta |
42 | Chief Operating Officer | ||
William Campbell |
73 | Director | ||
Michael Salvator |
50 | Director | ||
Daniel Shribman |
37 | Director | ||
Audrey Zibelman |
64 | Director |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; |
• | pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations on an annual basis to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, if any is paid by us, and any incentive-compensation and equity-based plans that are subject to board approval, of our other officers; |
• | reviewing on an annual basis our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; |
• | developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
• | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
• | Our sponsor, officers and directors have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 18 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the securities underlying such warrants, will not be transferable, assignable or saleable by our sponsor, the underwriters or their permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Permitted transferees of the founder shares would be subject to the same restrictions. |
• | Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
• | Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s line of business; and |
• | it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Russell Stidolph | AltEnergy, LLC | Private Equity | Managing Director | |||
Eos Energy Enterprises, Inc. | Energy Equipment | Chair | ||||
Jonathan Darnell | AltEnergy, LLC | Private Equity | Managing Director | |||
Green Century Funds | Mutual Funds | Trustee | ||||
Pickwick Capital Partners, LLC | Investment Banking | Managing Director | ||||
Arul Gupta | AltEnergy, LLC | Private Equity | Managing Director | |||
William Campbell | I Squared Capital Advisors (US) LLC | Investment Advisor | General Counsel and Managing Director | |||
Michael Salvator | Stone Canyon Industries Holdings, Inc. | Industrial Holding Company | Chief Operating Officer | |||
Daniel Shribman | B. Riley Financial | Financial Services | Chief Investment Officer | |||
B. Riley Principal Investments, LLC | Financial Services | President | ||||
Eos Energy Enterprises, Inc. | Energy Equipment | Director, Audit Chair | ||||
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• | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
• | each of our officers and directors that beneficially owns shares of our common stock; and |
• | all our officers and directors as a group. |
Name and Address of Beneficial Owner (1) Directors, Executive Officers and Founders |
Number of Shares Beneficially Owned |
Approximate Percentage of Outstanding Common Stock |
||||||
AltEnergy Acquisition Sponsor, LLC (3) |
5,750,000 | (2) |
20 | % | ||||
Russell Stidolph (3) |
5,750,000 | (2) |
20 | % | ||||
Jonathan Darnell |
||||||||
Arul Gupta |
||||||||
William Campbell |
||||||||
Michael Salvator |
||||||||
Daniel Shribman |
||||||||
Audrey Zibelman |
Name and Address of Beneficial Owner (1) Directors, Executive Officers and Founders |
Number of Shares Beneficially Owned |
Approximate Percentage of Outstanding Common Stock |
||||||
All officers and directors as a group (seven individuals) |
5,750,000 | (2) | 20 | % | ||||
Five Percent Holders |
|
|
||||||
Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (4) |
1,500,000 | 6.5 | % | |||||
Adage Capital Partners, L.P (5) |
1,800,000 | 7.83 | % |
(1) | Unless otherwise noted, the business address of each of the following entities or individuals is 600 Lexington Ave, 9th Floor, New York, NY 10022. |
(2) | Interests shown include founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one |
(3) | Our sponsor is the record holder of such shares. Mr. Stidolph is the manager of our sponsor, and as such, has voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have beneficial ownership of the common stock held directly by our sponsor. Mr. Stidolph disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
(4) | According to a Schedule 13G filed with the SEC on February 3, 2022, Calamos Market Neutral Income Fund, a series of Calamos Investment Trust has voting and dispositive power over 1,500,000 shares of the Company’s Class A common stock. The business address of this reporting person is 2020 Calamos Court, Naperville, IL 60563. |
(5) | According to a Schedule 13G filed with the SEC on February 3, 2022, Adage Capital Partners, L.P. shares voting and dispositive power over 1,800,000 shares of the Company’s Class A common stock with Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and Phillip Gross. The business address of these reporting persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
(a) | The following documents are filed as part of this Annual Report on Form 10-K: |
1. | Financial Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” herein. |
(b) | Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. |
(c) | Exhibits: The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
AltEnergy Acquisition Corp. | ||
By: | /s/ Russell Stidolph |
Name: | Russell Stidolph | |
Title: | Chief Executive Officer |
Name |
Position |
Date | ||
/s/ Russell Stidolph | Chief Executive Officer (Principal executive officer) and Director | March 15, 2022 | ||
Russell Stidolph | ||||
/s/ Jonathan Darnell | Chief Financial Officer (Principal financial and accounting officer) | March 15, 2022 | ||
Jonathan Darnell | ||||
/s/ William Campbell | Director | March 15, 2022 | ||
William Campbell | ||||
/s/ Michael Salvator | Director | March 15, 2022 | ||
Michael Salvator | ||||
/s/ Daniel Shribman | Director | March 15, 2022 | ||
Daniel Shribman | ||||
/s/ Audrey Zibelman | Director | March 15, 2022 | ||
Audrey Zibelman |
1 Year AltEnergy Acquisition Chart |
1 Month AltEnergy Acquisition Chart |
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