AltEnergy Acquisition (AEAE) wins approval to extend SPAC deal deadline to 2027

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AltEnergy Acquisition Corp. held a special meeting where stockholders approved an amendment to its charter to extend the deadline to complete a business combination from May 1, 2026 to May 3, 2027. About 91.8% of the 6,266,197 common shares outstanding as of the record date were represented at the meeting.

The Extension proposal received 5,750,010 votes in favor, with no votes against or abstentions, so a planned adjournment proposal was not needed. Following approval, the company filed the charter amendment on April 29, 2026. Holders of 2,719 Class A shares elected redemption for a total of $32,970.61, or approximately $12.126 per share, to be withdrawn from the trust account.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares outstanding: 6,266,197 shares Class A shares outstanding: 6,016,197 shares Class B shares outstanding: 250,000 shares +5 more

8 metrics

Common shares outstanding 6,266,197 shares Common stock outstanding as of March 20, 2026 record date

Class A shares outstanding 6,016,197 shares Class A common stock as of March 20, 2026 record date

Class B shares outstanding 250,000 shares Class B common stock as of March 20, 2026 record date

Meeting quorum 91.8% Percentage of common shares present in person or by proxy

Votes for Extension 5,750,010 votes Support for proposal extending business combination deadline

Redeemed Class A shares 2,719 shares Class A shares redeemed in connection with the Extension

Trust cash used for redemptions $32,970.61 Total removed from trust account to pay redeeming holders

Redemption price per share $12.126 per share Approximate per-share amount paid from the trust account

Key Terms

special meeting of stockholders, Amended and Restated Certificate of Incorporation, trust account, redeem, +1 more

5 terms

special meeting of stockholders financial

"On April 27, 2026, AltEnergy Acquisition Corp. ... held a special meeting of stockholders"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Amended and Restated Certificate of Incorporation regulatory

"the proposal to file an amendment to the Company’s Amended and Restated Certificate of Incorporation"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

trust account financial

"a pro rata portion of the funds in the Company’s trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

redeem financial

"exercised their right to redeem such shares for a pro rata portion"

To redeem means to exchange a financial instrument—like a bond, preferred share, voucher, or convertible security—for cash or its agreed value when the issuer or holder triggers repayment. Investors care because redemption changes who holds the investment, when they get paid, and how much cash a company must use, affecting yield, ownership stakes and short‑term liquidity much like cashing a coupon or getting a loan repaid.

business combination financial

"to extend the date by which the Company must (1) consummate a ... business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Understanding 8-K Material Events →

05/01/2026 - 11:45 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 27, 2026

AltEnergy Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-40984

86-2157013

(State or other jurisdiction

Identification No.)

(Commission

File Number)

(I.R.S. Employer of

incorporation)

600 Lexington Avenue

9^th Floor

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(203) 299-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one- half of one 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 at an exercise price of $11.50	AEAEW	OTC Pink Open Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K under the heading “Proposal 1” is incorporated by reference into this Item 5.03 to the extent required.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On April 27, 2026, AltEnergy Acquisition Corp., a Delaware corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of March 20, 2026, the record date of the Special Meeting, there were 6,266,197 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”) comprised of 6,016,197 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 Special Meeting, approximately 91.8% of the total shares of Common Stock outstanding as of the record date were present in person or by proxy, which constituted a quorum. A summary of the voting results at the Special Meeting for each of the proposals is set forth below.

Proposal 1

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 to extend the date 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 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 that was consummated on November 2, 2021 (the “IPO”), from May 1, 2026, to May 3, 2027 (the “Extended Date”) (such proposal, the “Extension”). The voting results for such proposal were as follows:


For	Against	Abstain
5,750,010	0	0

Proposal 2

The proposal to adjourn the Special Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension and the Redemption Limitation Amendment, was not presented at the Special Meeting as the Extension Proposal received a sufficient number of votes for approval.

On April 29, 2026, to effectuate the Extension, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Stockholders holding 2,719 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, $32,970.61 (approximately $12.126 per share) will be removed from the Trust Account to pay such holders.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

3.1		Fourth Amendment to the Amended and Restated Certificate of Incorporation of AltEnergy Acquisition Corp.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.


ALTENERGY ACQUISITION CORP.

By:		/s/ Russell Stidolph
Name:		Russell Stidolph
Title:		Chief Executive Officer

Date: May 1,2026

Source: View Original Filing on SEC EDGAR

FAQ

What did AltEnergy Acquisition Corp. (AEAE) stockholders approve at the special meeting?

Stockholders approved extending AltEnergy Acquisition Corp.’s deadline to complete a business combination to May 3, 2027. This amendment to the charter allows more time to close a merger, stock exchange, asset purchase, stock purchase, reorganization or similar transaction before the SPAC must liquidate.

How many AltEnergy Acquisition (AEAE) shares were eligible to vote and what was the quorum?

AltEnergy Acquisition had 6,266,197 common shares outstanding on the March 20, 2026 record date. Approximately 91.8% of these shares were present in person or by proxy at the special meeting, meaning the company achieved a valid quorum for conducting business and approving proposals.

What were the voting results on AltEnergy Acquisition’s Extension proposal?

The Extension proposal received 5,750,010 votes for, with zero votes against and zero abstentions. This strong approval enabled the company to amend its Amended and Restated Certificate of Incorporation and formally extend the deadline to complete an initial business combination to May 3, 2027.

How many AEAE Class A shares were redeemed in connection with the Extension?

Holders of 2,719 Class A shares of AltEnergy Acquisition exercised their redemption rights. They will receive a total of $32,970.61 from the SPAC’s trust account, which equals approximately $12.126 per redeemed share, reducing the cash held in trust by that same amount.

When did AltEnergy Acquisition file the charter amendment effecting the Extension?

AltEnergy Acquisition filed the charter amendment, described as the Fourth Amendment to its Amended and Restated Certificate of Incorporation, on April 29, 2026. This filing with the Delaware Secretary of State legally implemented the previously approved Extension of the business combination deadline.

How are AltEnergy Acquisition’s Class A and Class B shares structured?

As of the record date, AltEnergy Acquisition had 6,016,197 Class A shares and 250,000 Class B shares outstanding. Both classes are part of the company’s common stock structure, with the Class A shares including those originally sold as units in the company’s November 2, 2021 initial public offering.

Filing Exhibits & Attachments

5 documents