M&A - AltEnergy Acquisition Corp

Form Type: PRER14A

Filing Date: 2025-04-08

Corporate Action: Merger

Type: New

Accession Number: 000119312525075496

Filing Summary: AltEnergy Acquisition Corp. is hosting a Special Meeting on April 23, 2025, to vote on proposals including an Extension Proposal to amend the company's Charter to extend the deadline for completing a business combination with Car Tech, LLC from May 2, 2025, to May 1, 2026. This Extension is intended to provide additional time to finalize the planned merger, which involves two sequential mergers where Car Tech becomes a wholly-owned subsidiary of AltEnergy. Additionally, the meeting will consider an Adjournment Proposal to postpone the meeting if necessary. A significant portion of the vote is expected to come from the sponsor, which holds approximately 78% of the voting shares. Shareholders who wish to redeem their shares can do so based on the amount held in the Trust Account, with specific procedures outlined for the redemption process. The notice emphasizes the importance of shareholders to vote their shares during this critical meeting, while also detailing the implications of not acting by the extended deadline if a merger does not occur.

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Form Type: PRE 14A

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000119312525066521

Filing Summary: AltEnergy Acquisition Corp. is holding a Special Meeting on April 23, 2025, to vote on two key proposals: the Extension Proposal and the Adjournment Proposal. The Extension Proposal seeks to amend the Company's Amended and Restated Certificate of Incorporation to extend the deadline for completing a business combination with Car Tech, LLC from May 2, 2025, to May 1, 2026. This extension is necessary for AltEnergy to fulfill the conditions of its previously announced merger with Car Tech, which involves a two-part merger process. The Adjournment Proposal allows for postponing the meeting if necessary. The Board has determined that additional time is required to complete the merger process. Approximately 78% of the common stock is owned by the Sponsor, who aims to vote in favor of the Extension Proposal, indicating its anticipated approval, regardless of public stockholders' votes. Public stockholders can redeem their shares for cash prior to the meeting if they choose. Details on the redemption process and stockholder voting rights are provided, and a record date of March 24, 2025, for stockholder voting is established.

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Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312525064761

Filing Summary: On March 26, 2025, the Board of AltEnergy Acquisition Corp approved an extension of the date by which the Company must complete an initial business combination from April 2, 2025, to May 2, 2025. This extension is part of a series of approvals following the stockholders' agreement during a special meeting on April 16, 2024, which extended the merger deadline initially set for May 2, 2024. The Company has been granted multiple extensions to complete a merger or similar business combination, allowing for a total of six optional extensions. Stockholders have been notified of this latest extension through this filing.

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Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Merger

Type: Update

Accession Number: 000119312525035750

Filing Summary: On February 25, 2025, the Board of AltEnergy Acquisition Corp approved the Fifth Optional Extension of the deadline to complete an initial business combination, extending it from March 2, 2025, to April 2, 2025. This follows several prior extensions approved by the Board in 2024 and early 2025, aimed at allowing the Company to finalize a merger, capital stock exchange, asset acquisition, or other similar business combination. The Company had previously extended deadlines multiple times, reflecting an ongoing effort to secure a suitable merger opportunity since its initial public offering on November 2, 2021.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000119312525027345

Filing Summary: On February 14, 2025, AltEnergy Acquisition Corp entered into an Amended and Restated Agreement and Plan of Merger, referred to as the Merger Agreement, with Car Tech Merger Sub I and II, and Car Tech, LLC. This agreement updates a previous merger plan dated February 21, 2024, allowing for additional merger consideration through Merger Warrants and removing a previous stipulation for $50 million in PIPE financing. Upon completion of the merger, Car Tech will become a wholly-owned subsidiary of AltEnergy and will subsequently merge into Merger Sub II. The transactions are expected to satisfy customary closing conditions and require stockholder approvals. The deal includes provisions for 4 million shares of AltEnergy common stock based on performance metrics, subject to lock-up periods and transfer restrictions. A Form S-4 will be filed to outline the stockholder proxy and prospectus details for the business combination.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525027341

Filing Summary: On February 14, 2025, AltEnergy Acquisition Corp. entered into an Amended and Restated Agreement and Plan of Merger (the 'Merger Agreement') with Car Tech, LLC and two merger subsidiaries. The Merger Agreement updates the previous agreement dated February 21, 2024, and now provides for additional merger consideration through Merger Warrants. The proposed merger consists of two stages: firstly, Merger Sub I will merge with Car Tech, then Car Tech will merge with Merger Sub II, ultimately making Car Tech a wholly-owned subsidiary of AltEnergy. Upon completion, the new entity, 'New Car Tech', will be listed on The Nasdaq Capital Market. The transaction is contingent upon several approvals, including stockholder approvals, and the legal compliance regarding the merger. The Merger Agreement outlines the terms under which Car Tech Units will be converted into AltEnergy common stock and include provisions for representation, warranties, conditions for consummation, and potential termination.

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Form Type: S-4/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000119312525027268

Filing Summary: On February 14, 2025, AltEnergy Acquisition Corp.'s board of directors approved the Amended and Restated Agreement and Plan of Merger with Car Tech, LLC, which involves a two-step merger process. In the first step, Car Tech will merge with Merger Sub I, becoming a wholly-owned subsidiary of AltEnergy. In the second step, Car Tech will merge with Merger Sub II. Following these transactions, AltEnergy will rebrand as "Car Tech [*], Inc." and will distribute shares and warrants to Car Tech members based on the merger terms, with significant payments tied to an Earn Out consideration totaling $40,000,000. Further, a Contribution and Exchange Agreement was established wherein Shinyoung Co., Ltd will contribute debt owed by Car Tech in exchange for units. Additionally, several lock-up agreements were executed to manage the securities post-merger, stipulating conditions for resale over time. The filing also outlines various legal and corporate arrangements crucial to the merger's successful completion.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283872

Filing Summary: On December 20, 2024, AltEnergy Acquisition Corp.'s Board approved a third optional extension for the completion of an initial business combination, extending the deadline from January 2, 2025, to February 2, 2025. This follows previous extensions authorized by the Board in October and November 2024, which postponed the deadline first to December 2, 2025, and then to January 2, 2025. This update serves as notice to stockholders regarding this extension.

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