Correspondence 0001193125-24-072724 from AltEnergy Acquisition Corp (AEAE, AEAEU, AEAEW) (CIK 0001852016) (AEAE)
AltEnergy Acquisition Corp (AEAE, AEAEU, AEAEW) (CIK 0001852016)
Date: March 20, 2024 · CIK: 0001852016 · Accession: 0001193125-24-072724
AI Filing Summary & Sentiment
File numbers found in text: 001-40984
Referenced dates: March 19, 2024
Letter
Morrison Cohen LLP
909 Third Avenue
New York, NY
March 20, 2024
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Catherine De Lorenzo and Dorrie Yale
Office of Real Estate & Construction
Re: AltEnergy Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed March 11, 2024
File No. 001-40984
Ladies and Gentlemen:
This letter is submitted on behalf of AltEnergy Acquisition Corp (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s preliminary proxy statement on Schedule 14A filed on March 11, 2024 (the “Preliminary Proxy Statement”), as set forth in your letter dated March 19, 2024 addressed to Russell Stidolph, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an amendment to the Preliminary Proxy Statement (the “Amended Proxy Statement”), which includes changes that reflect responses to the Staff’s comments.
For reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the numbered comment.
The responses provided herein are based upon information provided to Morrison Cohen LLP by the Company.
Preliminary Proxy Statement on Schedule 14A
General
1. We note that you have included disclosure that your securities may be delisted from trading on the Nasdaq Global Market if you fail to regain compliance under the Nasdaq Minimum Total Holders Rule. We also note that you are seeking to extend your termination date to November 2, 2024, a date which is 36 months from your initial public offering with the option to extend by one-month intervals, to May 2, 2025 (a total of 42 months). Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline beyond November 2, 2024 does not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from the Nasdaq Global Market, and the consequences of any such suspension or delisting.
Securities and Exchange Commission
Division of Corporation Finance
March 20, 2024
Page 2
RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 16 of the Amended Proxy Statement to address the Staff’s comment.
* * *
If you have any questions regarding the Preliminary Proxy Statement or the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 735-8834.
Sincerely,
/s/ Anthony M. Saur
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CORRESP 1 filename1.htm CORRESP Morrison Cohen LLP 909 Third Avenue New York, NY 10022 March 20, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo and Dorrie Yale Office of Real Estate & Construction Re: AltEnergy Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed March 11, 2024 File No. 001-40984 Ladies and Gentlemen: This letter is submitted on behalf of AltEnergy Acquisition Corp (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s preliminary proxy statement on Schedule 14A filed on March 11, 2024 (the “Preliminary Proxy Statement”), as set forth in your letter dated March 19, 2024 addressed to Russell Stidolph, Chief Executive Officer of the Company (the “Comment Letter”). The Company is concurrently filing an amendment to the Preliminary Proxy Statement (the “Amended Proxy Statement”), which includes changes that reflect responses to the Staff’s comments. For reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the numbered comment. The responses provided herein are based upon information provided to Morrison Cohen LLP by the Company. Preliminary Proxy Statement on Schedule 14A General 1. We note that you have included disclosure that your securities may be delisted from trading on the Nasdaq Global Market if you fail to regain compliance under the Nasdaq Minimum Total Holders Rule. We also note that you are seeking to extend your termination date to November 2, 2024, a date which is 36 months from your initial public offering with the option to extend by one-month intervals, to May 2, 2025 (a total of 42 months). Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Please revise to explain that the proposal to extend your termination deadline beyond November 2, 2024 does not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from the Nasdaq Global Market, and the consequences of any such suspension or delisting. Securities and Exchange Commission Division of Corporation Finance March 20, 2024 Page 2 RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 16 of the Amended Proxy Statement to address the Staff’s comment. * * * If you have any questions regarding the Preliminary Proxy Statement or the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 735-8834. Sincerely, /s/ Anthony M. Saur Anthony Saur cc: Jack Levy Morrison Cohen LLP Russell Stidolph, Chief Executive Officer AltEnergy Acquisition Corp