AltEnergy Acquisition Corp 10-Q for FY2022 Q3
AltEnergy Acquisition Corp (AEAE)
About this 10-Q
AltEnergy Acquisition Corp filed this 10-Q on November 7, 2022, covering the quarter ended September 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $920.18K
- compared with a net loss of $40.95K a year earlier
Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
Nasdaq Global Market | |||
Nasdaq Global Market | ||||
Nasdaq Global Market |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | |||||
| Emerging growth company | ||||||
Table of Contents
ALTENERGY ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
1
Table of Contents
September 30, 2022 |
December 31, 2021 |
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(unaudited) |
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| ASSETS |
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| Current Assets: |
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| Cash |
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| Prepaid expenses |
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| Total Current Assets |
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| Investments held in the Trust Account |
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| Other assets |
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| Total Assets |
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| LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT |
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| Current Liabilities: |
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| Accounts payable and accrued expenses |
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| Accrued offering costs |
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| Due to related party |
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| Total Current Liabilities |
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| Deferred taxes payable |
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| Derivative warrant liabilities |
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| Deferred underwriting commission |
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| Total liabilities |
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| COMMITMENTS AND CONTINGENCIES (Note 6) |
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| Class A common stock subject to possible redemption; |
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| Stockholders’ deficit: |
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| Preference shares, $ |
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| Class A common stock, $ |
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| Class B common stock, $ |
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| Additional paid-in capital |
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| Accumulated deficit |
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| Total Stockholders’ Deficit |
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| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit |
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For the Three Months Ended September 30, |
For the Nine Months Ended September 30, |
For the Period February 9, 2021 (Inception) Through September 30, |
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2022 |
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2022 |
2021 |
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| EXPENSES |
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| Administrative fee—related party |
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| General and administrative |
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| TOTAL EXPENSES |
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| OTHER INCOME |
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| Income earned on investments held in Trust Account |
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| Change in fair value of derivative warrant liabilities |
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| TOTAL OTHER INCOME |
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| Net income (loss) before income tax provision |
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| Net income (loss) |
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| Weighted average number of shares of Class A common stock outstanding, basic and diluted |
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| Basic and diluted net income per share of Class A common stock |
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| Weighted average number of shares of Class B common stock outstanding, basic and diluted |
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| Basic and diluted net income (loss) per share of Class B common stock |
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Class B Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ Deficit |
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Shares |
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| Balance as of January 1, 2022 |
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| Net income |
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| Balance as of March 31, 2022 |
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| Net income |
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| Balance as of June 30, 2022 |
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| Net income |
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| Balance as of September 30, 2022 |
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Class B Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Stockholders’ Equity |
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Shares |
Amount |
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| Balance as of February 9, 2021 (inception) |
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| Issuance of Class B common stock to Sponsor |
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| Net loss |
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| Balance as of March 31, 2021 |
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| Net loss |
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| Balance as of June 30, 2021 |
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| Net loss |
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| Balance as of September 30, 2021 |
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For the Nine Months Ended September 30, 2022 |
For the Period From February 9, 2021 (Inception) Through September 30, 2021 |
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Cash Flows From Operating Activities: |
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Net income (loss) |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Investment income earned on investments held in the Trust Account |
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Change in deferred taxes payable |
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Gain on change in fair value of derivative liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Other assets |
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Accounts payable and accrued expenses |
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Net Cash Used In Operating Activities |
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Cash Flows From Investing Activities: |
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Interest released from Trust Account to cover Taxes paid |
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Net Cash (Used In) Provided by Investing Activities |
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Cash Flows From Financing Activities: |
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Proceeds from issuance of Class B common stock to sponsor |
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Repayment of related party payable |
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Proceeds from sponsor note |
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Proceeds from related party advance |
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Payment of offering costs |
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Net Cash (Used In) Provided By Financing Activities |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period |
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Non-cash financing activities: |
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Deferred offering costs included in offering costs |
$ | $ | ||||||
Deferred offering costs paid by related party |
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Three months ended September 30, 2022 |
Three Months ended September 30, 2021 |
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Class A common stock |
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Numerator: Income allocable to Class A common stock |
$ | |||||||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share, Class A Common Stock |
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Class B common stock |
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Numerator: Income (loss) allocable to Class B common stock |
$ | $ | ( |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class B Common Stock |
$ | $ | ( |
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Nine months ended September 30, 2022 |
For the Period From February 9, 2021 (inception) Through September 30, 2021 |
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Class A common stock |
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Numerator: Income allocable to Class A common stock |
$ | |||||||
Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share, Class A Common Stock |
$ | |||||||
Class B common stock |
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Numerator: Income (loss) allocable to Class B common stock |
$ | $ | ( |
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Denominator: Basic and diluted weighted average shares outstanding |
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Basic and diluted net income (loss) per share, Class B Common Stock |
$ | $ | ( |
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| • | 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 $ |
| • | upon a minimum of 30 -day |
| • | if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ |
| 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 |
September 30, 2022 |
December 31, 2021 |
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Assets: |
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Investments held in Trust Account |
1 | $ | |
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Liabilities: |
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Warrant liability – Private Placement Warrants |
3 | $ | ||||||||||
Warrant liability – Public Warrants |
1 | |||||||||||
Fair Value Measurement Using Level 3 Inputs Total |
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Balance, fair value at June 30, 2022 |
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Change in fair value of derivative warrant liabilities |
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Balance, fair value at September 30, 2022 |
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Fair Value Measurement Using Level 3 Inputs Total |
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Balance, fair value at December 31, 2021 |
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Change in fair value of derivative warrant liabilities |
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Balance, fair value at September 30, 2022 |
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September 30, 2022 |
December 31, 2021 |
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Risk-free interest rate |
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Expected volatility of underlying shares |
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Dividend yield |
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Probability of business combination |
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Private Placement Warrants |
Public Warrants |
Total |
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Fair value at December 31, 2021 |
$ | $ | $ | |||||||||
Change in fair value |
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Fair value at September 30, 2022 |
$ | $ | $ | |||||||||
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations of AltEnergy Acquisition Corp. (the “Company”) should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes forward-looking statements. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31. 2021, filed with the Securities and Exchange Commission (“SEC”) on March 15, 2022, 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.
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 on the Closing Date and from additional issuances, if any, of, our capital stock and our debt, or a combination of cash, stock and debt.
Our business activities from inception to September 30, 2022 consisted primarily of our preparation for our Public Offering that was completed on November 2, 2021 and, since the Closing Date, identification and evaluation of prospective acquisition targets for an Initial Business Combination.
At September 30, 2022, we had cash of approximately $215,500 and working capital of approximately $365,300. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful.
Results of Operations
For the three months ended September 30, 2022 and 2021, we had net income of $920,184 and a net loss of $40,954, respectively. Our net income for the three months ended September 30, 2022 consisted of interest income earned in the amount of $1,031,530 on funds held in the Trust Account, operating expenses that total $323,407 and a gain of $235,000 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. In addition, the Company record an income tax provision of $22,939. Our net loss for the three months ended September 30, 2021 was $40,954 and consisted solely of formation costs.
For the nine months ended September 30, 2022, we had net income of $10,089,460. Our net income for the nine months ended September 30, 2022 consisted of interest income earned in the amount of $1,436,349 on funds held in the Trust Account and operating expenses that total $1,101,157 and a gain of $10,230,000 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. In addition, the Company record an income tax provision of $475,732. Our net loss for the period February 9, 2021 (inception) through September 30, 2021 was $126,155 and consisted solely of formation costs.
19
Table of Contents
Going Concern Considerations, Liquidity and Capital Resources
As of September 30, 2022, we had investments held in the Trust Account of approximately $235.8 million principally invested in U.S. government securities. Interest income on the balance in the Trust Account may be used by us to pay taxes, and to pay up to $100,000 of any dissolution expenses. As of September 30, 2022, we had working capital of approximately $365,300, current liabilities of approximately $300,800 and cash of approximately $215,500.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company may lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Management has also determined that, in accordance with the Company’s amended and restated articles of incorporation, if the Company is unsuccessful in consummating an initial business combination by May 2, 2023, 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.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing.
We are required to complete an initial business combination within 18 months from the closing of the IPO. If we are unable to complete an initial business combination within 18 months from the closing of the IPO, we 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 and less up to $100,000 to pay dissolution expenses), 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 our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to the our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
We completed the sale of 23,000,000 units (the “Public Units”) at an offering price of $10.00 per unit in the Public Offering including 3,000,000 units at the initial public offering price less the underwriting discounts and commissions pursuant to the full exercise of the underwriters’ over-allotment option. On the Closing Date, simultaneously with the consummation of the Public Offering, we consummated the private placement (the “Private Placement”) of an aggregate of 12,000,000 Private Placement at a price of $1.00 per Private Placement Warrant, to the Sponsor and B. Riley Principal Investments, LLC (“BRPI”). The Sponsor subscribed to purchase an aggregate of 11,600,000 Private Placement Warrants and BRPI subscribed to purchase an aggregate of 400,000 Private Placement Warrants. The sale of the Public Units generated gross proceeds of $230,000,000, less underwriting commissions of $4,600,000 and other offering costs of $530,022. The Private Placement Warrants generated $12,000,000 of proceeds.
Each Public Unit consists of one share of our Class A common stock, $0.0001 par value (each a “Public Share”), and one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (each, a “Warrant” and, collectively, the “Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share.
Of the proceeds of the Public Offering and the Private Placement aggregating $242,000,000, $234,600,000 were deposited in a trust account (the “Trust Account”). Income on the funds held in the Trust Account may be released to us to pay our franchise and income taxes.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. 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.
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Table of Contents
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 entered into any non-financial agreements involving assets.
Contractual Obligations
At September 30, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. On October 28, 2021, we entered into an administrative services agreement pursuant to which we have agreed to pay an affiliate of the Sponsor a total of $15,000 per month for office space, utilities and secretarial, and administrative support services. Upon the earlier of the completion of the Initial Business Combination and the Company’s liquidation, we will cease paying these monthly fees.
Pursuant to the Underwriting Agreement with B. Riley Securities, Inc., upon the consummation of our Initial Business Combination, we will pay B. Riley Securities, Inc. a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable). No fee will be due if we do not complete an Initial Business Combination.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States 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 condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:
Net Income (Loss) per Common 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. Weighted average shares for the period February 9, 2021 (inception) through March 31, 2021 were reduced for the effect of an aggregate of 750,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At September 30, 2022 and 2021, the Company did not have any dilutive securities and/or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings (losses) of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the three months ended September 30, 2022 and 2021, the nine months ended September 30, 2022 and the period from February 9, 2021 (inception) through September 30, 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.
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 adjusts 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 statement of operations. The fair value of the Public Warrants and the Private Placement Warrants will be estimated using an internal valuation model. The Company’s valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s balance sheet.
21
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of September 30, 2022, 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.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (Rules 13a-15(f) and 15d-15(f) of the Exchange Act) were not effective and a material weakness existed solely related to our accounting for complex financial instruments.
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 weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2022, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II —OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 15, 2022 (“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.
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Risks Related to Taxes
New legislation that would change U.S. or foreign taxation of business activities could seriously harm our business, or the financial markets and the market price of our Class A common stock.
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRAct”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. While not free from doubt, absent any further guidance from the IRS or Congress, the Excise Tax may apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with a merger, unless an exemption is available. Except for franchise taxes and income taxes, we may be prohibited from using the proceeds placed in the Trust Account and the interest earned thereon to pay for fees or taxes that may be levied on the Company pursuant to any current, pending, or future rules or laws, including without limitation any excise tax due under the IRAct on any redemptions or stock buybacks by the Company.
Based on our preliminary assessment, we do not anticipate a material impact on our financial statements. Management will continue to assess the impact of the IRAct as additional guidance becomes available.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1* | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 31.2* | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). | |
| 32.1* | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 32.2* | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101 | |
| * | Furnished. |
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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.
| 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) |
Dated: November 07, 2022
24
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Russell Stidolph, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AltEnergy Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/49313);
(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.
Date: November 07, 2022
| /s/ RUSSELL STIDOLPH |
| Russell Stidolph |
| Chief Executive Officer and Chairman |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Darnell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AltEnergy Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/49313);
(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.
Date: November 07, 2022
| /s/ JONATHAN DARNELL |
| Jonathan Darnell |
| Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Russell Stidolph, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ RUSSELL STIDOLPH |
| Russell Stidolph |
| Chief Executive Officer and Chairman |
November 07, 2022
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of AltEnergy Acquisition Corp. (the “Company”) for the quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Darnell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ JONATHAN DARNELL |
| Jonathan Darnell |
| Chief Financial Officer |
November 07, 2022