AltEnergy Acquisition (NASDAQ: AEAE) ends merger plan, pulls S-4 registration

Rhea-AI Filing Summary

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has been called off, AltEnergy states it will not proceed with issuing the securities that were to be offered under the withdrawn registration statement.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.

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AltEnergy cancels its planned merger and withdraws the related S-4.

AltEnergy Acquisition Corp. is formally ending the path toward the business combination described in its Form S-4, citing termination of the Merger Agreement. Without a live transaction, there is no need for a registration statement to remain on file, so the company is requesting withdrawal under Rule 477.

The company emphasizes that the S-4 was never declared effective and that no securities were sold or issued under it, meaning investors were not actually offered or sold the securities described. This keeps the situation confined to a cancelled transaction rather than an unwound offering.

AltEnergy also seeks to preserve economic value by asking that filing fees paid for the S-4 be credited under Rule 457(p) for potential future use. Future disclosures in subsequent filings would be needed to understand any new strategic direction or alternative transactions the company may pursue.

AltEnergy Acquisition Corp.

600 Lexington Avenue, 9^th Floor

New York, New York 10022

January 8, 2026

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:		Ernest Greene
		Melissa Gilmore
		Patrick Fullem
		Asia Timmons-Pierce

Re:		AltEnergy Acquisition Corp.
		Registration Statement on Form S-4 Filed February 14, 2025
		File No. 333-281469

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), AltEnergy Acquisition Corp. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form S-4 (File No. 333-281469), together with all amendments and exhibits thereto (collectively, the “Registration Statement”), initially filed with the Commission on August 12, 2024, effective as of the date hereof. The Company requests the withdrawal of the Registration Statement because the Merger Agreement and the transactions contemplated thereby to which the Registration Statement relates have been terminated and the Company no longer plans to consummate the business combination described in the Registration Statement. Accordingly, the Company will not proceed with the issuance of the securities that were the subject of the Registration Statement. Because the proposed issuance of securities under the Registration Statement will not occur, the Company believes that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act. The Company hereby confirms that the Registration Statement has not been declared effective and that no securities have been sold or issued thereunder.

The Company requests that, in accordance with Rule 457(p) of the Securities Act and subject to compliance with the requirements thereof, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for potential future use.

Please contact the undersigned at info@altenergyacquisitioncorp.com, if you have any questions or concerns regarding this matter. The Company respectfully requests that a copy of the written order granting withdrawal of the Registration Statement be sent to the undersigned at the address first mentioned above, with a copy to Jack Levy at Morrison Cohen LLP, 909 Third Avenue, New York, New York 10022 or jlevy@morrisoncohen.com.

Sincerely,

/s/ Russel Stidolph

Chief Executive Officer

cc Jack Levy

 Anthony Saur

FAQ

What action is AltEnergy Acquisition Corp. (AEAE) taking in this filing?

AltEnergy Acquisition Corp. is requesting that the SEC consent to the withdrawal of its Registration Statement on Form S-4 (File No. 333-281469), including all amendments and exhibits, effective as of the date of the letter.

Why is AltEnergy Acquisition Corp. withdrawing its Form S-4 registration statement?

The company states that the Merger Agreement and the transactions contemplated by it have been terminated, and it no longer plans to consummate the business combination described in the registration statement, so it will not proceed with issuing the related securities.

Were any securities sold or issued under AltEnergy Acquisition Corp.’s withdrawn S-4?

No. AltEnergy confirms that the registration statement was not declared effective by the SEC and that no securities were sold or issued under that filing.

How does AltEnergy Acquisition Corp. justify that the withdrawal is in investors’ interest?

The company states that because the proposed issuance of securities will not occur, it believes withdrawal of the registration statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.

What is AltEnergy Acquisition Corp. requesting regarding SEC filing fees for the withdrawn S-4?

AltEnergy requests that, in accordance with Rule 457(p) of the Securities Act and subject to the rule’s requirements, all fees paid in connection with the Form S-4 be credited for potential future use.

Which transaction did the withdrawn Form S-4 for AltEnergy Acquisition Corp. relate to?

The Form S-4 related to a business combination described in the Merger Agreement referenced by the company; that agreement and the related transactions have been terminated, leading to the withdrawal request.