Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 29, 2023, AltEnergy Acquisition Corp., a Delaware corporation (the "Company"), received a written notice (the "Notice") from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") that the Company's securities will be delisted from The Nasdaq Stock Market by reason of the failure of the Company to complete its initial business combination by October 28, 2024 (36 months from the effectiveness of its IPO registration statement) as required by IM-5101-2. Accordingly,trading in the Company's Class A Common Stock, Units and Warrants will be suspended at the opening of business on November 5, 2024 and Form 25-NSEwill be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on the Nasdaq Stock Market.

The Company expects that its Class A Common Stock, Units and Warrants will continue to be traded in the over-the-countermarket. There is no guarantee, however, that a broker will continue to make a market in such securities or that trading thereof will continue on the over-the-countermarket or otherwise.

Notwithstanding the delisting of the Company's securities from Nasdaq, it remains the intention of the Company to continue to pursue the previously announced initial business combination as well as the listing of its Common Stock and Warrants on The Nasdaq Stock Market in connection therewith. However, there can be no assurance that the initial business combination will ultimately be successful or the Company's securities will ultimately be listed on Nasdaq.

Forward Looking Statements

This Current Report on Form 8-K includes"forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company's actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including regaining compliance with the Minimum Total Holders Rule during any compliance period or in the future, otherwise meeting Nasdaq compliance standards, being granted by Nasdaq any relief from delisting as necessary, or ultimately meeting applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.