Overview
- TickerAEAE on OTC1
- IndustryMotor Vehicle Parts & Accessories1
- HeadquartersRowayton, Connecticut1
- Incorporated inDE3
- Business address137 Rowayton Avenue, Suite 400, Rowayton, Ct 068533
- Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company3
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AltEnergy Acquisition Corp. is a blank check company formed in February, 2021, as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more businesses, which we refer to throughout this Annual Report on Form 10-K as our initial business combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Administrative Fee - related party | $180.0K | $180.0K |
| Consulting fees related party | $187.2K | $187.2K |
| Business combination expenses | $512.2K | $1.7M |
| General and administrative | $1.1M | $1.9M |
| TOTAL EXPENSES | $2.0M | $3.9M |
| Income earned on investments held in Trust Account | $283.9K | $576.3K |
| Income earned on cash and investment accounts | $4.0K | $4.3K |
| Change in fair value of warrant liabilities | -$308.1K | $858.1K |
| Interest expense | -$284.5K | -$102.4K |
| TOTAL OTHER INCOME (EXPENSE), NET | -$304.6K | $1.3M |
| Net loss before income tax provision | -$2.3M | -$2.6M |
| Income tax provision | -$6.4K | -$91.3K |
| Net loss | -$2.3M | -$2.7M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2025-04-30 | 2024-12-31 | 2024-04-30 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash | $18.7K | $18.5K | |||
| Prepaid expenses Short-Term | $57.1K | $62.9K | |||
| Income tax receivable | $21.0K | $17.3K | |||
| Other investments held for trading (Restricted) | $101.0K | $101.5K | |||
| Total Current Assets | $197.8K | $200.2K | |||
| Investments held in the Trust Account | $6.2M | $8.5M | |||
| Total Assets | $6.4M | $8.7M | |||
| Accounts payable and accrued expenses | $615.1K | $473.4K | |||
| Accrued Tax Payable Excise Tax | $2.3M | $2.3M | |||
| Other accrued expenses deferred | $2.3M | $2.1M | |||
| Loan payable Sponsor | $3.8M | $2.3M | |||
| Total Current Liabilities | $10.4M | $8.1M | |||
| Derivative warrant liabilities | $390.0K | $81.9K | |||
| Deferred underwriting commission | $8.1M | $8.1M | |||
| Total Liabilities | $18.8M | $16.2M | |||
| Class A common stock subject to possible redemption; 516,197 and 738,146 shares at December 31, 2025 and 2024, respectively approximately $12.20 and $11.71 per share, respectively | $6.3M | $8.6M | |||
| Additional paid-in capital | $0 | $0 | |||
| Accumulated deficit | -$18.7M | -$16.1M | |||
| Total Stockholders' Deficit | -$18.7M | -$16.1M | -$12.9M | ||
| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | $6.4M | $8.7M | |||
| Preferred stock par or stated value per share | $0.00 | $0.00 | |||
| Preferred stock shares authorized | 1.0M shares | 1.0M shares | |||
| Preferred stock shares issued | 0 shares | 0 shares | |||
| Preferred stock shares outstanding | 0 shares | 0 shares | |||
| Common stock par or stated value per share | $0.00 | $0.00 | |||
| Common stock shares issued | 6.5M shares | 7.3M shares | |||
| Common stock shares outstanding | 6.5M shares | 7.3M shares | |||
| Common Stock Subject To Possible Redemption | 516.2K shares | 738.1K shares |
| Period ending | 2025-12-31 | 2025-04-30 | 2024-12-31 | 2024-04-30 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash | $18.7K | $18.5K | |||
| Prepaid expenses Short-Term | $57.1K | $62.9K | |||
| Income tax receivable | $21.0K | $17.3K | |||
| Other investments held for trading (Restricted) | $101.0K | $101.5K | |||
| Total Current Assets | $197.8K | $200.2K | |||
| Investments held in the Trust Account | $6.2M | $8.5M | |||
| Total Assets | $6.4M | $8.7M | |||
| Accounts payable and accrued expenses | $615.1K | $473.4K | |||
| Accrued Tax Payable Excise Tax | $2.3M | $2.3M | |||
| Other accrued expenses deferred | $2.3M | $2.1M | |||
| Loan payable Sponsor | $3.8M | $2.3M | |||
| Total Current Liabilities | $10.4M | $8.1M | |||
| Derivative warrant liabilities | $390.0K | $81.9K | |||
| Deferred underwriting commission | $8.1M | $8.1M | |||
| Total Liabilities | $18.8M | $16.2M | |||
| Class A common stock subject to possible redemption; 516,197 and 738,146 shares at December 31, 2025 and 2024, respectively approximately $12.20 and $11.71 per share, respectively | $6.3M | $8.6M | |||
| Additional paid-in capital | $0 | $0 | |||
| Accumulated deficit | -$18.7M | -$16.1M | |||
| Total Stockholders' Deficit | -$18.7M | -$16.1M | -$12.9M | ||
| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | $6.4M | $8.7M | |||
| Preferred stock par or stated value per share | $0.00 | $0.00 | |||
| Preferred stock shares authorized | 1.0M shares | 1.0M shares | |||
| Preferred stock shares issued | 0 shares | 0 shares | |||
| Preferred stock shares outstanding | 0 shares | 0 shares | |||
| Common stock par or stated value per share | $0.00 | $0.00 | |||
| Common stock shares issued | 6.5M shares | 7.3M shares | |||
| Common stock shares outstanding | 6.5M shares | 7.3M shares | |||
| Common Stock Subject To Possible Redemption | 516.2K shares | 738.1K shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$2.3M | -$2.7M |
| Investment income earned on investments held in the Trust Account | -$283.9K | -$576.3K |
| Loss (gain) on change in fair value of derivative liabilities | $308.1K | -$858.1K |
| Interest income earned on investment account | -$3.7K | -$4.3K |
| Prepaid expenses | $5.8K | $90.6K |
| Income tax receivable | -$3.7K | $6.2K |
| Other deferred expenses | $192.4K | $1.7M |
| Consulting fees payable - related party | $187.2K | $187.2K |
| Accrued income taxes payable | $0 | $0 |
| Accounts payable and accrued expenses | $141.7K | $346.0K |
| Net Cash Used In Operating Activities | -$1.8M | -$1.8M |
| Cash withdrawn from Trust for Taxes | $31.4K | $120.2K |
| Cash withdrawn from Trust to Pay Redeeming Stockholders | $2.6M | $9.5M |
| Cash withdrawn from Investment Account into Trust for Redemptions | $3.4K | $10.3K |
| Cash withdrawn from Trust into Restricted Investment Account | -$3.4K | -$9.2K |
| Cash withdrawn from Investment Account for Account Fees | $726 | $0 |
| Net Cash Provided by Investing Activities | $2.6M | $9.6M |
| Redemption of Class A common stock | -$2.6M | -$9.5M |
| Proceeds from loan payable - Sponsor | $1.5M | $1.3M |
| Proceeds from related party advances | $298.9K | $252.3K |
| Net Cash Used In Financing Activities | -$840.1K | -$7.9M |
| Net change in cash | $250 | -$56.5K |
| Cash paid for income taxes | $10.1K | $85.1K |
| Remeasurement of Class A common stock subject to possible redemption to redemption amount | $255.5K | $459.2K |
| Excise tax liability accrued for common stock redemptions | $26.0K | $95.1K |
No quarter-by-quarter statement was filed.
Corporate structure
AltEnergy Acquisition Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of AltEnergy Acquisition Corp
- CLEAR STREET LLC Filed SCHEDULE 13G/A on AltEnergy Acquisition Corp, latest May 21, 2026 (2 filings since May 13, 2026)
- Harraden Circle Investments, LLC Filed SC 13G/A on AltEnergy Acquisition Corp, latest Nov 12, 2024 (3 filings since Nov 7, 2023)
- CALAMOS INVESTMENT TRUST/IL Filed SC 13G on AltEnergy Acquisition Corp, latest Feb 14, 2024 (2 filings since Feb 8, 2022)
- PERISCOPE CAPITAL INC. Filed SC 13G/A on AltEnergy Acquisition Corp, latest Feb 9, 2024 (2 filings since Feb 13, 2023)
- ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on AltEnergy Acquisition Corp, latest Feb 7, 2024 (2 filings since Nov 12, 2021)
- American Financial Group Filed SC 13G/A on AltEnergy Acquisition Corp, latest Jan 26, 2024 (2 filings since May 12, 2023)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SC 13G/A on AltEnergy Acquisition Corp, latest Jan 19, 2024 (2 filings since Feb 2, 2023)
- AltEnergy Acquisition Sponsor LLC Filed SC 13D/A on AltEnergy Acquisition Corp, latest May 5, 2023 (2 filings since Nov 8, 2021)
- AltEnergy Acquisition Corp Rowayton, Connecticut
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What AltEnergy Acquisition Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Marketable securities, current | $108.6K5 Dec 31, 2023 |
Properties, in its own words
Our executive offices are located at 600 Lexington Avenue, 9th Floor, New York, New York, 10022. Our executive offices are provided to us by an affiliate of the Sponsor and we have agreed to pay such affiliate of the Sponsor a total of $15,000 per month for office space, utilities and secretarial, and administrative support services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 18, 2026.4
Leadership
Who has led AltEnergy Acquisition Corp, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerRussell Monoki Stidolph Nov 8, 2021 to Jan 3, 202512
- Chief financial officerJonathan Darnell Nov 8, 2021 to Nov 8, 202113
- Chief operating officerArul Gupta Nov 8, 2021 to Nov 8, 202114
Board members and other officers (6)
- Board memberRussell Monoki Stidolph May 1, 2023 to Jan 3, 202515
- Board memberKimberly J. Heimert Apr 12, 2022 to Apr 12, 202216
- Board memberAudrey Ann Zibelman Nov 8, 2021 to Nov 8, 202117
- Board memberDaniel Shribman Nov 8, 2021 to Nov 8, 202118
- Board memberMichael C. Salvator Nov 8, 2021 to Nov 8, 202119
- Board memberWilliam Roger Campell Nov 8, 2021 to Nov 8, 202120
Timeline
- May 1, 20268-K Bylaws or fiscal year changed; Shareholder vote21
- Apr 10, 20268-K Executive or director change22
- Mar 27, 20268-K Executive or director change23
- Jun 23, 20258-K Ended a material agreement24
- Apr 29, 20258-K Bylaws or fiscal year changed; Shareholder vote25
- Apr 15, 20258-K Change of auditor26
- Mar 27, 20258-K Other events27
- Feb 26, 20258-K Other events28
- Feb 14, 20258-K Entered a material agreement29
- Jan 29, 20258-K Other events30
- Dec 23, 20248-K Other events31
- Nov 26, 20248-K Other events32
- Nov 8, 2021New chief executive Russell Monoki Stidolph becomes CEO12
Filings
126 filings to the SEC since October 2021: 7 annual reports, 18 quarterly reports, 28 major events, 11 insider forms, 17 large holders, 45 other. The latest 20:
- Aug 13, 202610-Q EDGAR
- May 21, 2026SCHEDULE 13G/A EDGAR
- May 13, 2026SCHEDULE 13G EDGAR
- May 8, 202610-Q EDGAR
- May 1, 20268-K EDGAR
- Apr 13, 2026DEF 14A EDGAR
- Apr 10, 20268-K EDGAR
- Mar 27, 20268-K EDGAR
- Mar 25, 2026PRE 14A EDGAR
- Mar 18, 202610-K EDGAR
- Jan 8, 2026RW EDGAR
- Nov 12, 202510-Q EDGAR
- Aug 7, 202510-Q EDGAR
- Jun 23, 20258-K EDGAR
- May 9, 202510-Q EDGAR
- Apr 29, 20258-K EDGAR
- Apr 15, 20258-K EDGAR
- Apr 11, 2025DEF 14A EDGAR
- Apr 8, 2025CORRESP EDGAR
- Apr 8, 2025PRER14A EDGAR
The 126 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- CLEAR STREET LLCSCHEDULE 13G/A, 2 filings May 13, 2026 to May 21, 202633
- Harraden Circle Investments, LLCSC 13G/A, 3 filings Nov 7, 2023 to Nov 12, 202434
- CALAMOS INVESTMENT TRUST/ILSC 13G, 2 filings Feb 8, 2022 to Feb 14, 202435
- PERISCOPE CAPITAL INC.SC 13G/A, 2 filings Feb 13, 2023 to Feb 9, 202436
- ADAGE CAPITAL PARTNERS GP, L.L.C.SC 13G/A, 2 filings Nov 12, 2021 to Feb 7, 202437
- American Financial GroupSC 13G/A, 2 filings May 12, 2023 to Jan 26, 202438
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSC 13G/A, 2 filings Feb 2, 2023 to Jan 19, 202439
- AltEnergy Acquisition Sponsor LLCSC 13D/A, 2 filings Nov 8, 2021 to May 5, 202340
SEC filer profile
How AltEnergy Acquisition Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARAltEnergy Acquisition Corp1
- CIK0001852016
- Employer ID (EIN)84-21570134
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)3714 Motor Vehicle Parts & Accessories1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address137 Rowayton Avenue, Suite 400, Rowayton, CT 068531
- Phone20329533431
- Shares outstanding6,016,197 Common Class A shares; 250,000 Common Class B shares as of Mar 18, 20264
- Public float$6.0M as of Jun 30, 20254
- AuditorCBIZ CPAs P.C., New York, NY PCAOB ID 199; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceApr 29, 20211
- Filings131 in all: 8-K (28), 10-Q (15), UPLOAD (11), 3 (9), CORRESP (9), SC 13G (8), 10-K (5), SC 13G/A (5)1
All 34 form types
DEF 14A (4), PRE 14A (4), 10-Q/A (3), 10-K/A (2), 4 (2), 425 (2), DEFA14A (2), NT 10-K (2), PRER14A (2), S-1/A (2), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DEFR14A (1), DRS (1), EFFECT (1), NT 10-Q (1), RW (1), S-1 (1), S-4 (1), S-4/A (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 18, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Apr 13, 2026
Latest 8-K (8-K) May 1, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | AEAEU | NONE |
| Class A common stock, par value $0.0001 per share | AEAE | NONE |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | AEAEW | NONE |
From the cover page of the 10-K filed Mar 18, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks AltEnergy Acquisition Corp names in Item 1A of its 10-K filed Mar 18, 2026: 49 risks under these headings, as written.4
- Risks Relating to Searching for and Consummating a Business Combination
- We may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
- Our Sponsor, officers and directors have agreed to vote in favor of our initial business combination, regardless of how our public stockholders vote.
- If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.20 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.
- Stockholders will be unable to ascertain the merits or risks of any particular target business’s operations.
- Past performance by members of our management team may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.
- We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
- We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. While we previously amended our amended and restated certificate of incorporation on April 25, 2025 we cannot assure you that we will not seek to further amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
- We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
- Our Sponsor may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
- Our public warrants, founder shares and private placement warrants (including the securities contained therein) may have an adverse effect on the market price of our Class A common stock.
The other 38 risks
- Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Common Stock.
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause stockholders to lose some or all of their investment.
- Our management may not be able to maintain control of a target business after our initial business combination.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.
- Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- We have identified material weaknesses in our disclosure controls and procedures and internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of disclosure controls and procedures and internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
- Risks Relating to Conflicts of Interest of our Officers, Directors and Others
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us.
- Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Risks Relating to Our Securities
- We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.20 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
- Because our common stock, units and warrants are quoted on the OTC Pink Open Market, instead of a national securities exchange, our stockholders and warrant holders may experience significant volatility in the market price of our stock, units or warrants and have difficulty selling their such securities.
- An active trading market for our common stock may not continue to develop or be sustained.
- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.
- Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
- If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
- The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.20 per share.
- If we have not completed an initial business combination on or prior to May 1, 2026 (unless such date is further extended by an amendment to the Company’s Certificate of Incorporation), our public stockholders may be forced to wait beyond such date before redemption from our trust account.
- Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.
- Holders of Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.
- We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
- The future exercise of registration rights granted to our initial stockholders may adversely affect the market price of our Class A common stock.
- We may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our stockholders and likely present other risks.
- We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without a holder’s approval.
- Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
- We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders of warrants, thereby making warrants worthless.
- Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.
- General Risks
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
- New legislation that would change U.S. or foreign taxation of business activities could seriously harm our business, or the financial markets and the market price of our Class A common stock.
Legal proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 6
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- 9
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- 13
- 14SEC EDGARArul Gupta, Chief operating officer
- 15
- 16SEC EDGARKimberly J. Heimert, Board member
- 17SEC EDGARAudrey Ann Zibelman, Board member
- 18SEC EDGARDaniel Shribman, Board member
- 19SEC EDGARMichael C. Salvator, Board member
- 20SEC EDGARWilliam Roger Campell, Board member
- 21
- 22SEC EDGARExecutive or director change
- 23SEC EDGARExecutive or director change
- 24SEC EDGAREnded a material agreement
- 25
- 26SEC EDGARChange of auditor
- 27SEC EDGAROther events
- 28SEC EDGAROther events
- 29SEC EDGAREntered a material agreement
- 30SEC EDGAROther events
- 31SEC EDGAROther events
- 32SEC EDGAROther events
- 33
- 34
- 35
- 36
- 37
- 38
- 39
- 40