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 SEPTEMBER 30, 2025

ALTENERGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

001-40984

(Commission File Number)


Delaware		85-2157013
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

600 Lexington Avenue

, 9th Floor

New York

, New York

10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (

203

)

299-1400


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	OTC Pink Open Market
Class A common stock, par value $0.0001 per share	AEAE	OTC Pink Open 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	OTC Pink Open Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒

Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File

required

to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒

Yes

☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☒ Yes ☐ No

As of November 11, 2025, 6,016,197 shares of Class A common stock, par value $0.0001 per share, and 250,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 (audited)	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	2
	Condensed Statements of Changes In Stockholders’ Deficit for the nine months ended September 30, 2025 and 2024 (unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	4
	Notes to Condensed Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

AltEnergy Acquisition Corp.

CONDENSED BALANCE SHEETS


	September 30, 2025 (unaudited)			December 31, 2024 (audited)
ASSETS
Current Assets:
Cash	$	1,907		$	18,458
Prepaid expenses - Short-Term		30,111			62,894
Income tax receivable		20,985			17,296
Other investments held for trading (Restricted)		100,331			101,511

Total Current Assets		153,334			200,159
Investments held in the Trust Account		6,149,592			8,544,857

Total Assets	$	6,302,926		$	8,745,016

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	1,037,140		$	473,369
Accrued Tax Payable - Excise Tax		2,346,016			2,319,976
Other accrued expenses - deferred		2,415,350			2,082,125
Due to related party		1,234,285			872,888
Loan payable - Sponsor		2,894,000			2,335,000

Total Current Liabilities		9,926,791			8,083,358
Derivative warrant liabilities		585,000			81,900
Deferred underwriting commission		8,050,000			8,050,000

Total Liabilities		18,561,791			16,215,258
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption; 516,197 and 738,146 shares at September 30, 2025 and December 31, 2024, respectively – approximately $12.11 and $11.71 per share, respectively		6,249,923			8,646,368
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 5,500,000 issued and outstanding (excluding 516,197 and 738,146 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively		550			550
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 250,000 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		25			25
Additional paid-in capital		—			—
Accumulated deficit		(18,509,363	)		(16,117,185	)

Total Stockholders’ Deficit		(18,508,788	)		(16,116,610	)

Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	6,302,926		$	8,745,016

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

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
EXPENSES
Administrative Fee – related party	$	45,000		$	45,000		$	135,000		$	135,000
Consulting fees – related party		46,800			46,800			140,400			140,400
Business combination expenses		4,972			680,534			512,171			1,234,922
General and administrative		263,835			227,033			894,136			1,677,711

TOTAL EXPENSES		360,607			999,367			1,681,707			3,188,033

OTHER INCOME (EXPENSE)
Income earned on investments held in Trust Account		63,653			109,352			224,617			478,018
Income earned on cash and investment accounts		1,017			1,276			3,068			3,135
Change in fair value of warrant liabilities		(19,500	)		235,000			(503,100	)		705,000
Interest expense		(58,895	)		(20,879	)		(195,169	)		(48,674	)

TOTAL OTHER INCOME (EXPENSE), NET		(13,725	)		324,749			(470,584	)		1,137,479

Net income loss before income tax provision		(374,332	)		(674,618	)		(2,152,291	)		(2,050,554	)

Income tax provision		(6,310	)		(17,218	)		(6,368	)		(70,349	)

Net loss	$	(380,642	)	$	(691,836	)	$	(2,158,659	)	$	(2,120,903	)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		6,016,197			6,238,146			6,109,692			6,565,914

Basic and diluted net loss per share of Class A common stock	$	(0.06	)	$	(0.11	)	$	(0.34	)	$	(0.31	)

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

Basic and diluted net loss per share of Class B common stock	$	(0.06	)	$	(0.11	)	$	(0.34	)	$	(0.31	)

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

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025


	Class A Common Stock				Class B Common Stock				Additional Paid In Capital		Accumulated Deficit			Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid In Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, January 1, 2025		5,500,000	$	550		250,000	$	25	$	—	$	(16,117,185	)	$	(16,116,610	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(90,250	)		(90,250	)
Net loss		—		—		—		—		—		(1,143,492	)		(1,143,492	)

Balance, March 31, 2025		5,500,000	$	550		250,000	$	25	$	—	$	(17,350,927	)	$	(17,350,352	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(51,044	)		(51,044	)
Excise tax imposed on common stock redemptions		—		—		—		—		—		(26,039	)		(26,039	)
Net loss		—		—		—		—		—		(634,525	)		(634,525	)

Balance, June 30, 2025		5,500,000	$	550		250,000	$	25	$	—		(18,062,535	)		(18,061,960	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(66,186	)		(66,186	)
Net loss		—		—		—		—		—		(380,642	)		(380,642	)

Balance, September 30, 2025		5,500,000	$	550		250,000	$	25	$	—		(18,509,363	)		(18,508,788	)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024


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

Balance, March 31, 2024		5,500,000	$	550		250,000	$	25	$	—	$	(14,337,355	)	$	(14,336,780	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(102,198	)		(102,198	)
Excise tax imposed on common stock redemptions												(95,130	)		(95,130	)
Net loss		—		—		—		—		—		(169,187	)		(169,187	)

Balance, June 3 0 , 2024		5,500,000	$	550		250,000	$	25	$	—	$	(14,703,870	)	$	(14,703,295	)
Remeasurement of Class A common stock subject to possible redemption to redemption amount		—		—		—		—		—		(92,073	)		(92,073	)
Net loss		—		—		—		—		—		(691,836	)		(691,836	)

Balance, September 3 0 , 2024		5,500,000	$	550		250,000	$	25	$	—	$	(15,487,779	)	$	(15,487,204	)

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

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AltEnergy Acquisition Corp.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30, 2025			For the Nine Months Ended September 30, 2024
Cash Flows From Operating Activities:
Net loss	$	(2,158,659	)	$	(2,120,903	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Investment income earned on investments held in the Trust Account		(224,617	)		(478,018	)
Gain (loss) on change in fair value of derivative liabilities		503,100			(705,000	)
Interest income earned on investment account		(3,054	)		(3,086	)
Changes in operating assets and liabilities:
Prepaid expenses		32,783			89,167
Income tax receivable		(3,689	)		10,304
Other deferred expenses		333,225			1,436,122
Consulting fees payable – related party		140,400			140,400
Accrued income taxes payable		—			—
Accounts payable and accrued expenses		563,772			249,368

Net Cash Used In Operating Activities		(816,739	)		(1,381,646	)

Cash Flows From Investing Activities:
Cash withdrawn from Trust for Taxes		19,388			73,545
Cash withdrawn from Trust to Pay Redeeming Stockholders		2,603,925			9,513,007
Cash withdrawn from Investment Account into Trust for Redemptions		3,431			10,267
Cas withdrawn from Trust into Restricted Investment Account		(3,431	)		(9,469	)
Cash withdrawn from Investment Account for Account Fees		803			—

Net Cash Provided by Investing Activities		2,624,116			9,587,350

Cash Flows From Financing Activities:
Redemption of Class A common stock		(2,603,925	)		(9,513,007	)
Proceeds from loan payable - Sponsor		559,000			1,135,000
Proceeds from related party advances		220,997			183,649

Net Cash Used In Financing Activities		(1,823,928	)		(8,194,358	)

Net change in cash		(16,551	)		11,346
Cash at beginning of period		18,458			74,974

Cash at end of period	$	1,907		$	86,320

Supplemental Schedule of Cash Flow Information:
Cash paid for income taxes	$	10,057		$	60,055
Supplemental Schedule of Non-cash Financing Activities:
Remeasurement of Class A common stock subject to possible redemption to redemption amount	$	207,480		$	406,761

Excise tax liability accrued for common stock redemptions	$	26,039		$	95,130

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

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AltEnergy Acquisition Corp.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

AltEnergy Acquisition Corp. (the “Company”) was incorporated in Delaware on February 9, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2025, the Company had not commenced any operations. All activity for the period from February 9, 2021 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for an initial Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination at the earliest. The Company will generate

non-operating

income in the form of interest income on cash and cash equivalents from the net proceeds derived from the Initial Public Offering. The Company has selected December 31st as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $200,000,000, which is described in Note 3.

On November 2, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of the over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $30,000,000.

Simultaneously with the closing of the Initial Public Offering and the exercise by the underwriters of the over-allotment option, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) (including 1,200,000 warrants purchased in connection with the exercise of the over-allotment option) and 400,000

warrants to an affiliate of the underwriter, at a purchase price of

1.00

per Private Placement Warrant, generating gross proceeds to the Company in the amount of $

12,000,000

Following the closing of the Initial Public Offering on November 2, 2021, an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below.

As of November 2, 2021, transaction costs amounted to $13,355,589 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees payable (held in the Trust Account) and $705,589 of costs related to the Initial Public Offering.

On April 28, 2023, following the approval by the stockholders of the Company at a special meeting of stockholders the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to extend the date from May 2, 2023 (18 months from the closing of the Initial Public Offering), to May 2, 2024 (30 months for the closing of the Initial Public Offering) (the “

Extension

,”) by which the Company must (1) consummate a Business Combination or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s Initial Public Offering. Stockholders holding 21,422,522 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account in connection with the Extension. As a result, $222,484,624 (approximately $10.38 per share) was removed from the Trust Account on or about May 15, 2023 to pay such holders, and an additional $855,762 (including $100,000 reserved to pay dissolution costs and expenses discussed below) was removed from the Trust Account on or about May 9, 2023 and deposited into a restricted investment account.

On April 16, 2024, the Company held a special meeting of stockholders (the “April 2024 Special Meeting”). As of March 5, 2024, the record date of the April 2024 Special Meeting, there were 7,327,478 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 7,077,478 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the April 2024 Special Meeting, the Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “April 2024 Amendment”) to extend the date from May 2, 2024 to November 2, 2024 (the “Extended Date”) and to allow the board of directors of the Company (the

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“Board”), without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May 2, 2025 (the “Additional Extension Date” and together with the Extended Date the “Extension” and such proposal, the “Extension Proposal”); by which the Company must (1) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”) or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s initial public offering. On April 17, 2024, to effectuate the Extension, the Company filed the April 2024 Amendment with the Secretary of State of the State of Delaware.

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

Stockholders holding 839,332 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”) in connection with the Extension. As a result, $9,513,007 (approximately $11.33 per share) was removed from the Trust Account to pay such holders.

Pursuant to the April 2024 Amendment to AltEnergy’s Amended and Restated Certificate of Incorporation referred to above, the Board (i) on October 30, 2024, approved an extension of the date by which AltEnergy is required to complete an initial business combination from November 2, 2024 to December 2, 2024; (ii) on November 25, 2024, approved an extension of the date by which AltEnergy is required to complete an initial business combination from December 2, 2024 to January 2, 2025; (iii) on December 20, 2024, approved an extension of the date by which AltEnergy is required to complete an initial business combination from January 2, 2025 to February 2, 2025; (iv) January 28, 2025, approved an extension of the date by which AltEnergy is required to complete an initial business combination from February 2, 2025 to March 2, 2025; (v) on February 25, 2025, approved an extension of the date by which AltEnergy is required to complete an initial business combination from March 2, 2025 to April 2, 2025; and (vi) on March 26, 2025, approved an extension of the date by which AltEnergy is required to complete and initial business combination from April 2, 2025 to May 2, 2025.

On April 23, 2025, the Company held a special meeting of stockholders (the “April 2025 Special Meeting”). As of March 24, 2025, the record date of the April 2025 Special Meeting, there were 6,488,146 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 6,238,146 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Shares”), and 250,000 shares of the Company’s Class B common stock, par value $0.0001 per share. At the April 2025 Special Meeting, the Company’s stockholders approved the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware (the “Amendment”) to extend the date from May 2, 2025 to May 1, 2026 (the “Extension” and such proposal, the “Extension Proposal”); by which the Company must (1) consummate an “initial business combination or (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the Class A Shares included as part of the units sold in the Company’s initial public offering. On April 25, 2025, to effectuate the Extension, the Company filed the Amendment with the Secretary of State of the State of Delaware.

In connection with the April 2025 Special Meeting, stockholders holding 221,949 Class A Shares exercised their right to redeem such shares for a pro rata portion of the funds then held in the Company’s Trust Account. As a result, $2,603,924.73 (approximately $11.73 per share) was removed from the Trust Account to pay such holders as of April 30, 2025.

As of September 30, 2025 there was $6,149,592 (or approximately $11.91 per share) held in the Trust Account. Cash of $1,907 was held outside of the Trust Account on September 30, 2025 and was available for working capital purposes. As of September 30, 2025, there was $100,331 held in the restricted investment account which together with interest earned thereon and after payment of associated taxes and account fees up to $100,000 is reserved to pay dissolution costs and expenses in the event the Company fails to complete an initial business combination and is dissolved. To the extent such funds in the restricted investment account are insufficient (less than $100,000), additional funds will be dispersed from the Trust up to a combined total of $100,000 to pay dissolution costs and expenses in the event the Company is dissolved. Any amount in the restricted investment account in excess of $100,000 will be for the benefit of the Trust. If an initial business combination is consummated all funds then held in the restricted investment account, including amounts previously reserved to pay dissolution costs and expenses in the event the Company fails to complete an initial business combination will be for the benefit of the Trust. As described in Note 6, the deferred underwriting fees are contingent upon the consummation of the Business Combination.

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The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $10.20 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in a trust account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or

pre-business

combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company has not completed a Business Combination on or prior to May 1, 2026 or such later date if the date is further extended (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then

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outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern, Liquidity and Management’s Plan

As of September 30, 2025 there was $6,149,592 (or approximately $11.91 per share) held in the Trust Account. Cash of $1,907 was held outside of the Trust Account on September 30, 2025 and was available for working capital purposes. As of September 30, 2025, there was $100,331 held in the restricted investment account which together with interest earned thereon and after payment of associated taxes and account fees up to $100,000 is reserved to pay dissolution costs and expenses in the event the Company fails to complete an initial business combination and is dissolved. To the extent such funds in the restricted investment account are insufficient (less than $100,000), additional funds will be dispersed from the Trust up to a combined total of $100,000. Any amount in the restricted investment account in excess of $100,000 will be for the benefit of the Trust. If an initial business combination is consummated all funds then held in the restricted investment account, including amounts previously reserved to pay dissolution costs and expenses in the event the Company fails to complete an initial business combination will be for the benefit of the Trust. As described in Note 6, the $8,050,000 deferred underwriting fees are contingent upon the consummation of the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic

205-40,

“Presentation of Financial Statements - 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 Certificate of Incorporation, if the Company is unsuccessful in consummating an initial business combination by May 1, 2026, 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.

If the Company completes an initial business combination, the Company does not believe that there will be any funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, after payments on account of any redemptions and the deferred underwriting commissions. If an initial business combination agreement requires the Company to have a minimum amount of cash at closing, the Company will need to arrange for third-party financing to meet such requirement.

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The Company is required to complete an initial business combination on or prior to May 1, 2026. If the Company is unable to complete an initial business combination on or prior to such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefore, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish the public stockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Termination of Amended and Restated Merger Agreement

As previously disclosed, on February 21, 2024, the Company entered into an Agreement and Plan of Merger (the “Original Merger Agreement”), by and among AltEnergy, Car Tech Merger Sub, LLC, a Delaware limited liability company (“Merger Sub I”), and Car Tech, LLC, an Alabama limited liability company (“Car Tech”). On February 14, 2025, the Company entered into an Amended and Restated Merger Agreement (the “Merger Agreement”) by and among AltEnergy, Merger Sub I, Car Tech Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and Car Tech, which amended and restated the Original Merger Agreement in its entirety.

On June 16, 2025, the Company received a notice (the “Termination Notice”) from Car Tech stating that it was terminating the Merger Agreement pursuant to Section 10.1(i) of the Merger Agreement with immediate effect. On June 18, 2025, the Company sent a letter to Car Tech in response to the Termination Notice stating that the Company believes that the termination by Car Tech is invalid due to Car Tech’s previous and continuing breaches of certain key representations, warranties and covenants under the Merger Agreement that materially contributed to the failure of the Merger to be consummated on or before the Outside Date (as defined in the Merger Agreement) as provided in Section 10.1(i) of the Merger agreement. The Company further reserved all rights in full to pursue any and all remedies available to it under the Merger Agreement and at law. On June 23, 2025, the Company filed a Current Report on Form

8-K

with the Securities and Exchange Commission reporting the foregoing. On July 14, 2025, the Company received a letter from counsel at Car Tech denying that Car Tech’s termination of the Merger Agreement was invalid.

The Company continues to seek to consummate an initial Business Combination other than with Car Tech.

Nasdaq Delisting

On October 9, 2023, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

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

8-K

filed on October 13, 2023, as required by NASDAQ rules. On November 20, 2023, the Company submitted a plan to regain compliance within the required timeframe.

On May 7, 2024, the Company received a written notice (the “MVPHS Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C), which requires the Company to maintain a Market Value of Publicly Held Shares (“MVPHS”) of no less than $15 million for continued listing on the Nasdaq Global Market. The Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

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

ten

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

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

8-K

filed on May 13, 2024, as required by Nasdaq rules. In connection with the foregoing, the Company transferred from the Nasdaq Global Market to the Nasdaq Capital Market.

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On October 29, 2024, the Company, received a written notice from Nasdaq that the Company’s securities would be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by October 28, 2024 (36 months from the effectiveness of the Company’s IPO registration statement) as required by

IM-5101-2.

Accordingly, trading in the Company’s Class A Common Stock, Units and Warrants was suspended at the opening of business on November 5, 2024 and Form

25-NSE

was filed with the Securities and Exchange Commission, which removed the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Company’s Class A Common Stock, Units and Warrants continue to be traded in the

over-the-counter

market.

Risks and Uncertainties

Management continues to evaluate the impact of global conflicts and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases, and governmental actions, both domestic and foreign, and has concluded that while it is reasonably possible that such events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited financial statements as of December 31, 2024 filed with the SEC on Form

10-K

on March 28, 2025. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2025 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Reclassifications

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities and the fair value of the

non-redemption

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

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no

cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Investments held in the Trust Account and the Investment Account

At September 30, 2025 and December 31, 2024, the Company’s portfolio of investments held in the Trust Account and the Investment Account were invested in mutual funds and government securities, which are reported at fair value, and are treated as trading securities. The Company’s portfolio of investments held in the Trust Account and the Investment Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities are recorded to net income each period. The estimated fair values of the investments held in the Trust Account and the Investment Account are determined using quoted market prices in active markets.

Offering Costs associated with an Initial Public Offering

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Deferred offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Upon completion of the Initial Public Offering, offering costs associated with warrant liabilities were expensed as incurred and offering costs associated with the shares of Class A Common Stock were allocated between temporary equity and the Public Warrants by the relative fair value method. Offering costs of $705,589 consisted principally of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter fees of $12,650,000, were allocated between temporary equity and the Public Warrants in a relative fair value method upon completion of the Initial Public Offering. Of these costs, $926,044 were allocated to the Public Warrants and the Private Placement Warrants and were expensed in the statement of operations for the period ended December 31, 2021.

Class A common stock subject to possible redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The shares of the Company’s Class A common stock feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2025 and December 31, 2024, the shares of Class A common stock subject to possible redemption in the amount of $6,249,923 and $8,646,368, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

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At September 30, 2025 and December 31, 2024, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption at December 31, 2021	$	234,600,000
Remeasurement adjustment of Class A common stock to redemption value		1,785,597

Class A common stock subject to possible redemption at December 31, 2022	$	236,385,597
Remeasurement adjustment of Class A common stock to redemption value		2,240,671

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

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

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

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

Class A common stock subject to possible redemption at March 31, 2024	$	17,912,636
Remeasurement adjustment of Class A common stock to redemption value		102,198
Redemption of Class A common stock		(9,513,007	)

Class A common stock subject to possible redemption at June 30, 2024	$	8,501,827
Remeasurement adjustment of Class A common stock to redemption value		92,073

Class A common stock subject to possible redemption at September 30, 2024	$	8,593,900
Remeasurement adjustment of Class A common stock to redemption value		52,468

Class A common stock subject to possible redemption at December 31, 2024	$	8,646,368
Remeasurement adjustment of Class A common stock to redemption value		90,250

Class A common stock subject to possible redemption at March 31, 2025	$	8,736,618
Remeasurement adjustment of Class A common stock to redemption value		51,044
Redemption of Class A common stock		(2,603,925	)

Class A common stock subject to possible redemption at June 30, 2025	$	6,183,737
Remeasurement adjustment of Class A common stock to redemption value		66,186

Class A common stock subject to possible redemption at September 30, 2025	$	6,249,923

Net loss per share

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

two-class

method in calculating earnings and losses per share. Earnings and losses are shared pro rata between the two classes of shares. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2025 and December 31, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings and losses of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The warrants are exercisable to purchase 19,500,000 shares of Class A common stock in the aggregate.

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The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):


	For the Three Months Ended
	September 30, 2025
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(365,456	)	$	(15,186	)
Denominator:
Basic and diluted weighted average shares outstanding		6,016,197			250,000
Basic and diluted net loss per share of common stock	$	(0.06	)	$	(0.06	)

	For the Three Months Ended
	September 30, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(665,178	)	$	(26,658	)
Denominator:
Basic and diluted weighted average shares outstanding		6,238,146			250,000
Basic and diluted net loss per share of common stock	$	(0.11	)	$	(0.11	)

	For the Nine Months Ended
	September 30, 2025
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(2,073,802	)	$	(84,857	)
Denominator:
Basic and diluted weighted average shares outstanding		6,109,692			250,000
Basic and diluted net loss per share of common stock	$	(0.34	)	$	(0.34	)

	For the Nine Months Ended
	September 30, 2024
	Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(2,043,111	)	$	(77,792	)
Denominator:
Basic and diluted weighted average shares outstanding		6,565,914			250,000
Basic and diluted net loss per share of common stock	$	(0.31	)	$	(0.31	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

ASC

740-270-25-2

requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC

740-270-30-5.

Our effective tax rate was (1.7)% and (2.6)% for the three months ended September 30, 2025 and 2024, respectively, and (0.3)% and (3.4)% for the nine months ended September 30, 2025 and 2024, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2025, due to changes in fair value in warrant liability,

non-deductible

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

On July 4, 2025, President Trump signed H.R. 1, the “One Big Beautiful Bill Act” (“OBBBA”) into law. The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions including (i) the restoration of immediate expensing for domestic research and development expenditures, (ii) the reinstatement of 100% bonus depreciation for qualified property and (iii) favorably modifying the section 163(j) interest limitation (similar to EBITDA). FASB Topic 740, “Income Taxes”, requires the tax effects of changes in tax laws or rates be recognized in the period in which the law is enacted. The enactment of the OBBBA did not have a material impact on our provision, effective tax rate, or deferred tax balances as of September 30, 2025. We continue to evaluate the OBBBA and its requirements, but we do not expect a material impact on our financial statements.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As such, the Company has recorded a 1% excise tax liability in the amount of $2,346,016 and $2,319,976 on the condensed balance sheets as of September 30, 2025 and December 31, 2024, respectively. The liability does not impact the condensed statements of operations and is offset against additional

paid-in

capital or accumulated deficit if additional

paid-in

capital is not available. As of September 30, 2025 and December 31, 2024, the Company has accrued $308,459 and $52,294, respectively for interest and penalties

unpaid taxes which is included in accounts payable and accrued expenses on the accompanying condensed balance sheets.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” The Company’s derivative instruments are recorded at fair value as of the closing date of the Initial Public Offering (November 2, 2021) and

re-valued

at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheets as current or

non-current

based on whether or not

net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet dates. The Company has determined the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period of change.

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Warrant Instruments

The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be

re-measured

at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statements of operations. The fair value of the Public Warrants and the Private Placement Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

As of September 30, 2025 and December 31, 2024, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of September 30, 2025 and December 31, 2024 per Public Warrant to estimate the volatility for the Private Placement Warrants.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Segment Reporting

The Company complies with ASU

2023-07,

“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU

2023-07)”,

which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company adopted ASU

2023-07

on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the financial statements (see Note 10).

Recent Accounting Standards

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

2023-09,

“Improvements to Income Tax Disclosures” (“ASU

2023-09”).

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

2023-09

will be effective for us in the annual period beginning January 1, 2025, though early adoption is permitted. The Company has determined that ASU

2023-09

addresses disclosures only, and as such will not have any material effects on its financial condition, results of operation, or cash flows. The Company will adopt the standard beginning with our annual reporting for the year ending December 31, 2025.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $200,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), and

one-half

of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A common stock at a price of $11.50 per share, subject to adjustment.

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NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 12,000,000 warrants (the “Private Placement Warrants”) allocating 11,600,000 warrants to AltEnergy Acquisition Sponsor LLC (the “Sponsor”) and 400,000 warrants to an affiliate of the underwriter at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $12,000,000.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.

The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

On December 31, 2024, Sponsor forfeited 4,000,000 of the 11,600,000 Private Placement warrants it purchased in connection with the Company’s IPO for no consideration.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On March 25, 2021, the Sponsor purchased 5,750,000 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering. Upon exercise of the underwriters’ over-allotment option, these shares were no longer subject to forfeiture.

The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Our underwriter entered into a purchase agreement in connection with the closing of the Initial Public Offering pursuant to which it or its affiliates purchased from our sponsor an aggregate of 400,000 Founder Shares at a price of $4.00 per Founder Share, or an aggregate purchase price of $1,600,000, which was paid at the time of the closing of the Initial Public Offering. The Founder Shares will be delivered by the Sponsor to the underwriter or its affiliate upon consummation of our initial Business Combination and immediately following the expiration of the transfer restrictions applicable to the Founder Shares.

On April 28, 2023, in connection with the Extension, 5,500,000 Founder Shares were converted into shares of Class A common stock.

General and Administrative Services

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor an aggregate of $15,000 per month for office space, utilities and secretarial, and administrative support services. This agreement was amended on January 28, 2023 to provide that, rather than be payable on a monthly basis, the payments due thereunder commencing with the monthly payment payable on or about February 28, 2023, shall accrue and be payable on the consummation of the Business Combination or the Company’s liquidation. During the three months ended September 30, 2025 and 2024, the Company recorded $45,000 in administrative fees. During the nine months ended September 30, 2025 and 2024, the Company recorded $135,000 in administrative fees. As of September 30, 2025 and December 31, 2024, there was a balance of $495,000 and $360,000, respectively, due to the affiliate, which amount is included in due to related party on the accompanying condensed balance sheets.

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Convertible Working Capital Loan

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into private placement units at a price of $1.00 per warrant at the option of the lender. As of September 30, 2025 and December 31, 2024, there was no outstanding balance.

Loan payable - Sponsor

Per a Commitment Letter, dated July 19, 2022, the Sponsor undertook upon the Company’s written request to make available an aggregate amount of up to $250,000 to provide the Company funds for working capital purposes to ensure that the Company would continue as a going concern for at least 12 months. A second Commitment Letter was dated May 4, 2023 for up to an additional $750,000. A third Commitment Letter was dated December 20, 2023 for up to an additional $800,000.

A fourth commitment letter was dated July 08, 2024 for up to an additional $750,000. A fifth Commitment Letter was dated March 4, 2025 for up to an additional

$475,000. The Sponsor is charging interest at the

mid-term

applicable federal rate at the time of funding. During the nine months ended September 30, 2025, the Sponsor loaned an aggregate of $559,000 to the Company for working capital purposes. The Sponsor loaned an additional $40,000

on each of October 08, 2025 and October 24, 2025, and an additional $51,000 on November 05, 2025. As of September 30, 2025 and December 31, 2024,

2,894,000

and $

2,335,000

remained outstanding, respectively. As of September 30, 2025 and December 31, 2024, there was accrued interest of $

177,685

and $

91,688

, respectively.

Consulting Agreement

The Company and its Chief Financial Officer (“CFO”) entered into a consulting agreement pursuant to which the CFO was entitled to receive $15,600 per month for services rendered, commencing February 1, 2021, through the closing of our initial business combination. On April 1, 2022, the agreement with the CFO was amended so that the CFO would be paid $10,400 per month and an additional amount of $5,200 per month beginning April 1, 2022 through the consummation of the initial business combination would become payable upon a successful consummation of a business combination. If a successful business combination does not occur, the Company would not be required to pay this additional contingent amount. The consulting agreement was further amended on January 1, 2023, to provide that commencing on January 1, 2023, 100% of the consulting fee of $15,600 per month shall be accrued by the Company for the CFO’s benefit to be paid upon the closing of a business combination if such closing occurs, and if such business combination does not occur, then the accrued amount shall not be due or paid. For the three months ended September 30, 2025 and 2024, the Company recorded $46,800 of compensation for services provided. For the nine months ended September 30, 2025 and 2024, the Company recorded $140,400 of compensation for services provided. As of September 30, 2025 and Decem