UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~March 26~~April 14, 2025

~~AltEnergy~~ALTENERGY ~~Acquisition~~ACQUISITION ~~Corp.~~CORP

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-40984	8684-2157013
(State or other jurisdictionIdentification No.)	(CommissionFile Number)	(I.R.S. Employerof incorporation)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification number)

600 Lexington Avenue9th FloorNew York, NY		10022
(Address of principal executive offices)		(Zip Code)

600 Lexington Avenue

~~(203)~~9th ~~299-1400~~Floor

~~(Registrant’s~~New ~~telephone number~~York, ~~including~~New ~~area~~York ~~code)~~10022

~~Not~~(Address ~~Applicable~~of principal executive offices) (Zip Code)

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(203) 299-1400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant	AEAEU	OTC Pink Open Market
Class A common stock, par value $0.0001 per share	AEAE	OTC Pink Open Market
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	AEAEW	OTC Pink Open Market

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one share of Class A common stock and one- half of one Warrant	AEAEU	OTC Pink Open Market
Class A common stock, par value $0.0001 per share	AEAE	OTC Pink Open Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AEAEW	OTC Pink Open Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ~~as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~ ☐

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ITEM 84.01. ~~Other~~Changes ~~Events.~~in Registrant’s Certifying Accountant

AsOn ~~previously~~April ~~reported~~14, ~~on April 16~~2025, ~~2024,~~ AltEnergy Acquisition Corp., ~~a Delaware corporation~~ (the “Company”) ~~held~~was anotified ~~special~~by ~~meeting~~Marcum ofLLP ~~stockholders~~(“Marcum”) atthat ~~which~~Marcum ~~the~~resigned ~~Company’s~~as ~~stockholders approved~~ the ~~proposal to file an amendment to the~~ Company’s ~~Amended~~independent ~~and~~registered ~~Restated~~accounting ~~Certificate~~firm. ofOn ~~Incorporation with the Secretary of State of Delaware to extend the date by which the Company must (1)~~November ~~consummate a merger~~1, ~~capital stock exchange~~2024, ~~asset~~CBIZ ~~acquisition,~~CPAs ~~stock~~P.C. ~~purchase, reorganization or similar business combination with one or more businesses or~~ (2“CBIZ”) ~~cease~~ ~~its~~acquired ~~operations except for~~ the ~~purpose~~attest business of ~~winding~~Marcum. upOn ifApril it15, ~~fails to complete such initial business combination~~2025, ~~and~~following ~~redeem~~the ~~all~~approval of the ~~Class A~~Audit ~~Shares~~Committee ~~included as part~~ of the ~~units sold in the~~ Company’s ~~initial~~Board ~~public~~of ~~offering~~Directors, ~~that~~CBIZ was ~~consummated on November 2~~engaged, ~~2021~~effective ~~(the “IPO”)~~immediately, ~~from~~as ~~May 2, 2024, to November 2, 2024 (~~the ~~“Extended~~Company’s ~~Date”),~~independent ~~and~~registered topublic ~~allow~~accounting ~~the~~firm ~~Board,~~for ~~without another stockholder vote, to elect to further extend~~ the ~~date~~year toended ~~consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to May~~December 231, 2025.

OnThe ~~October~~reports of Marcum regarding the Company’s financial statements for the years ended December 3031, 2024 and December 31, 2023, did not contain any adverse opinion or disclaimer of opinion. Each such report did contain a “going concern” qualification based on management’s determination that in each year it was uncertain that the ~~Board~~Company ~~approved~~would be able to consummate an ~~extension~~initial ofbusiness combination prior to the ~~date~~then bydeadline ~~which~~in the Company’s isCertificate of Incorporation that required the Company to ~~complete~~consummate an initial business combination ~~from~~by ~~November 2~~such date or thereafter mandatorily liquidate. Accordingly, ~~2024~~the reports for each such year stated that these conditions raise substantial doubt about the ability of the Company to ~~December 2~~continue as a going concern, ~~2025~~and (that the ~~“First~~financial ~~Optional~~statements ~~Extension”)~~did not include any adjustments that might result from the outcome of that uncertainty.

OnDuring ~~November~~the years ended December 2531, 2024 and December 31, ~~the~~2023, ~~Board~~and ~~approved~~through anApril ~~extension~~14, of2025, the date byof ~~which~~Marcum’s resignation, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Company~~related isinstructions) ~~required~~with toMarcum ~~complete~~on anany ~~initial~~matter ~~business~~of ~~combination~~accounting ~~from~~principles ~~December 2~~or practices, ~~2024~~financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to ~~January 2~~the satisfaction of Marcum, ~~2025~~would have caused Marcum to make reference to such disagreement in its report and (~~the~~b) no “~~Second~~reportable ~~Optional Extension~~events” (as defined in Item 304(a).(1)(v) of Regulation S-K and the related instructions), except for:

OnAs ~~December 20,~~disclosed ~~2024,~~in the ~~Board~~Company’s ~~approved~~Annual anReport ~~extension~~on ofForm ~~the~~10-K ~~date~~for ~~by which~~ the ~~Company~~year isended ~~required to complete an initial business combination from January~~December 231, ~~2025 to February 2, 2025 (the “Third Optional Extension”).~~2024:

OnOur ~~January 28,~~principal ~~2025,~~executive officer and principal financial and accounting officer evaluated the ~~Board~~effectiveness ~~approved~~of anour ~~extension~~disclosure control and procedures as of ~~the~~December 31, ~~date~~2023. byBased ~~which~~on this evaluation, the Company’s isprincipal ~~required~~executive toofficer ~~complete~~and anprincipal ~~initial~~financial ~~business~~officer ~~combination~~concluded ~~from~~that ~~February~~certain disclosure controls and procedures were not effective as of December 231, ~~2025~~2022 due to ~~March 2~~material weaknesses that existed related our accounting for complex financial instruments and our accounting and reporting for the completeness and accuracy of warrant liabilities and the corresponding change in the fair value of the warrant liability, ~~2025~~that (led to the ~~“Fourth~~restatement ~~Optional~~of ~~Extension”)~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

OnManagement ~~February 25,~~additionally ~~2025~~identified, as it relates to the ~~Board~~material ~~approved~~weakness andiscussed ~~extension~~above ofrelating to the ~~date~~accounting byfor ~~which~~complex financial instruments, a failure to properly record the capital contributions and related costs associated with non-redemption agreements entered into with certain stockholders of the Company isin ~~required~~connection towith ~~complete~~the anspecial ~~initial~~meeting ~~business~~of ~~combination~~stockholders ~~from~~of ~~March 2,~~the ~~2025~~Company toheld on April 228, ~~2025~~2023 (that led to the ~~“Fifth~~restatement ~~Optional~~of ~~Extension”)~~the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended June 30, 2023 and September 30, 2023.

OnIn ~~March 26~~addition, ~~2025,~~management ~~the~~identified ~~Board~~a ~~approved~~material anweakness ~~extension~~in ofrelation to the ~~date~~accounting byof contractual liabilities which led to errors in our financial statements in the ~~Company~~accounting isof ~~required~~consulting fees pursuant to ~~complete~~a anconsulting ~~initial~~agreement ~~business~~with ~~combination~~our ~~from~~chief ~~April 2,~~financial ~~2025~~officer tothat ~~May 2,~~led ~~2025~~to (the ~~“Sixth~~restatement ~~Optional~~of ~~Extension”).~~the ~~This~~Company’s ~~Current~~Quarterly Report on Form 810-KQ ~~constitutes~~for ~~notice~~the toquarterly ~~stockholders~~periods ofended ~~the~~March 31, ~~Board’s~~2023, ~~approval~~June 30, of2023, ~~the~~and ~~Sixth~~September 30, ~~Optional Extension~~2023.

~~SIGNATURE~~The above reportable events were discussed between the Audit Committee and Marcum. Marcum has been authorized by the Company to respond fully to the inquiries of CBIZ, the successor independent registered public accounting firm, concerning these reportable events.

~~Pursuant~~During to the ~~requirements~~years ofended December 31, 2024 and December 31, 2023, and through April 14, 2025, the ~~Securities~~date ~~Exchange~~Marcum ~~Act~~informed the Company of ~~1934~~their resignation, neither the ~~registrant~~Company ~~has~~nor ~~duly~~anyone ~~caused~~on ~~this~~the ~~report~~Company’s behalf consulted with CBIZ regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be ~~signed~~rendered by CBIZ on ~~its~~the ~~behalf~~Company’s financial statements, and CBIZ did not provide any written or oral advice that was an important factor considered by the ~~undersigned~~Company ~~hereunto~~in ~~duly~~reaching ~~authorized~~a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~ALTENERGY~~The ~~ACQUISITION~~Company ~~CORP~~provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the U.S. ~~By:~~Securities /and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements made by us in response to Item 304(a) of Regulation S-K and, if it does not agree, the respects in which it does not agree, as required under Item 304(a)(3) of Regulation S-K. A copy of Marcum’s/ ~~Russell~~letter, ~~Stidolph~~dated ~~Name:~~April ~~Russell~~15, ~~Stidolph~~2025, ~~Title:~~is ~~Chief~~filed ~~Executive~~as ~~Officer~~Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

~~Date:~~ITEM ~~March 27,~~9.01 ~~2025~~FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit No		Description

16.1		Letter from Marcum LLP to the Securities and Exchange Commission dated April 15, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 15, 2025

AltEnergy Acquisition Corp.

/s/ Russell Stidolph

Russell Stidolph
Chief Executive Officer

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