[8-K] ALTENERGY ACQ CORP WTS Reports Material Event

Rhea-AI Filing Summary

AltEnergy Acquisition Corp. (OTC: AEAE, AEAEU, AEAEW) reported under Item 1.02 that its Amended & Restated Agreement and Plan of Merger, dated 14-Feb-2025, with Car Tech LLC has been terminated. Car Tech delivered a termination notice on 16-Jun-2025, citing Section 10.1(i) of the agreement (failure to close by the Outside Date). On 18-Jun-2025 AltEnergy rejected the notice, alleging Car Tech’s continuing breaches of key representations, warranties and covenants that “materially contributed” to the inability to consummate the mergers on time. AltEnergy therefore deems the termination invalid and has reserved all rights to pursue contractual and legal remedies.

The filing contains no details on break-up fees, liquidated damages, or revised timelines, nor does it amend the SPAC’s charter-mandated deadlines. As a result, the company’s only announced de-SPAC transaction is now in dispute, leaving investors with heightened uncertainty around strategic direction, trust-account redemption risk and timeline to complete an alternative business combination. All securities continue to trade on the OTC Pink Open Market.

Positive

• None.

Negative

• Termination of the only announced merger agreement eliminates AltEnergy’s clear path to de-SPAC, increasing redemption and liquidation risk for shareholders.
• Potential litigation against Car Tech introduces legal costs, delays and uncertainty without any guaranteed recovery.

Insights

M&A Specialist

TL;DR: Car Tech pulled out of the merger; AltEnergy disputes termination and may litigate—deal effectively dead for now.

From an M&A standpoint, the definitive agreement’s collapse removes AltEnergy’s only identified target, resetting the SPAC’s acquisition clock. Car Tech’s invocation of Section 10.1(i) implies the Outside Date was missed, yet AltEnergy alleges Car Tech caused that failure, hinting at potential litigation or settlement. No reverse termination fee is referenced, suggesting limited immediate cash recovery. Unless AltEnergy quickly secures another target or extends its deadline, the sponsor faces redemption pressure and possible liquidation, both dilutive for warrant holders. Overall, the development is materially negative for deal certainty and sponsor economics.

SPAC Portfolio Manager

TL;DR: De-SPAC path derailed; increased redemption risk and timeline pressure for AEAE investors.

The termination notice revokes the primary catalyst for warrant and unit valuation. Without an approved business combination, trust funds remain in Treasury and shareholders may opt for redemption if no alternative is announced soon. AltEnergy’s challenge to the termination creates legal overhang that can drain time and capital, further compressing the window before a possible forced liquidation. Until clarity emerges, AEAE/AEAEW likely trade at or near cash value with speculative upside tied to litigation outcomes or a new target. I classify the news as clearly negative and materially impactful.

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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): June 16, 2025

AltEnergy Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40984		86-2157013
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 Lexington Avenue
9th 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 1.02. Termination of Material Definitive Agreement Other Events.

As previously reported, AltEnergy Acquisition Corp. (the “Company”) on February 14, 2025, entered into the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Car Tech Merger Sub, LLC, Car Tech Merger Sub II, LLC, and Car Tech, LLC (“Car Tech”).

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 CarTech 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 Mergers to be consummated on or before the Outside Date as provided in Section 10.1(i) of the Merger Agreement. The Company further reserved all rights in full to pursue any an all remedies available to it under the Merger Agreement and at law.

For more information concerning the Merger Agreement please see the text of the Merger Agreement which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2025, which is incorporated herein by this reference.

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: June 23, 2025

FAQ

Why did Car Tech terminate its merger with AltEnergy Acquisition Corp. (AEAE)?

Car Tech invoked Section 10.1(i) of the Merger Agreement, citing failure to close by the Outside Date.

Does AltEnergy accept the termination of the Car Tech merger?

No. AltEnergy claims Car Tech breached key covenants and says the termination is invalid, reserving all legal rights.

Are break-up fees or penalties disclosed in AltEnergy’s 8-K?

The filing does not mention any break-up fee or immediate cash penalty payable by either party.

What securities of AltEnergy remain trading after the deal collapse?

Units (AEAEU), Class A common stock (AEAE) and warrants (AEAEW) continue to trade on the OTC Pink Open Market.

How might the failed merger affect redemption risk for AEAE shareholders?

Without a new target, investors may choose to redeem shares for trust cash, raising the likelihood of liquidation if no deal is found.