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 28, 2023, AltEnergy Acquisition Corp., a Delaware corporation (the "Company") held a special meeting of stockholders (the "Special Meeting"). As of April 10, 2023, the record date of the Special Meeting, there were 28,750,000 issued and outstanding shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") comprised of 23,000,000 shares of the Company's Class A common stock, par value $0.0001 per share ("Class A Shares"), and 5,750,000 shares of the Company's Class B common stock, par value $0.0001 per share. At the Special Meeting, approximately 89% 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 (the "Amendment") to extend the date from May 2, 2023, to May 2, 2024 (the "Extension," and such proposal, the "Extension Proposal") 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 (an "initial business combination") 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 voting results for such proposal were as follows:



   For        Against    Abstain
22,260,296   3,303,997    1,000

On April 28, 2023, to effectuate the Extension, the Company filed 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 21,422,522 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, $222,365,779 (approximately $10.38 per share) will be removed from the Trust Account to pay such holders.

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 Proposal, was not presented at the Special Meeting as the Extension Proposal received a sufficient number of votes for approval.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.      Description

3.1.1        First Amendment to the Amended and Restated Certificate of
           Incorporation of AltEnergy Acquisition Corp.

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