AltEnergy Acquisition Corp. has asked the SEC to withdraw its previously filed registration statement on Form S-4 related to a planned business combination. The company explains that the underlying Merger Agreement and the transactions it covered have been terminated, so it no longer plans to complete the business combination described in that filing.
Because the deal has been called off, AltEnergy states it will not proceed with issuing the securities that were to be offered under the withdrawn registration statement. The company notes that the registration statement was never declared effective by the SEC and that no securities were sold or issued under it. AltEnergy also asks that the SEC filing fees paid for the S-4 be credited for potential future use under the applicable rules.
AltEnergy Acquisition Corp. filed its 10‑Q reporting a Q3 2025 net loss of $380,642 and a nine‑month net loss of $2,158,659. Operating expenses were $360,607 in the quarter, partly offset by $63,653 of income from the Trust investments.
As of September 30, 2025, the Trust Account held $6,149,592 (about $11.91 per public share) and cash outside the Trust was $1,907. Shares subject to possible redemption were 516,197 at approximately $12.11 per share. The company reported derivative warrant liabilities of $585,000, deferred underwriting commissions of $8,050,000, and an accrued 1% excise tax liability of $2,346,016. Sponsor loans outstanding were $2,894,000.
Management disclosed substantial doubt about the ability to continue as a going concern absent a business combination or additional financing. The outside date to complete a combination was extended to May 1, 2026. The company’s securities were delisted from Nasdaq in November 2024 and now trade on the OTC Pink Open Market. As of November 11, 2025, 6,016,197 Class A and 250,000 Class B shares were outstanding.