Item 1.01. Entry into a Material Definitive Agreement.
On April 26, 2023 and April 27, 2023, AltEnergy Acquisition Corp. (the
"Company") and AltEnergy Acquisition Sponsor, LLC (the "Sponsor"), the sponsor
of the Company, entered into non-redemption agreements (each, a "Non-Redemption
Agreement") with certain unaffiliated third parties (each, a "Holder," and
collectively, the "Holders") in exchange for the Holder or Holders agreeing
either not to request redemption in connection with the Extension (as defined
below) or to reverse any previously submitted redemption demand in connection
with the Extension with respect to an aggregate of 1,250,000 Class A common
stock, par value $0.0001 per share (the "Class A Shares"), of the Company sold
in its initial public offering at the special meeting of stockholders called by
the Company to consider and act upon a proposal to extend the date by which the
Company has to consummate an initial business combination (the "Termination
Date") from May 2, 2023 to May 2, 2024 (the "Extension").
In consideration of the foregoing agreement, immediately prior to, and
substantially concurrently with, the closing of an initial business combination,
(i) the Sponsor (or its designees) will surrender and forfeit to the Company for
no consideration an aggregate of 250,000 shares of the Company's Class B common
stock, par value $0.0001 per share, held by the Sponsor (the "Forfeited Shares")
and (ii) the Company shall issue to the Holders a number of Class A Shares equal
to the Forfeited Shares.
The foregoing description of the Non-Redemption Agreements do not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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