Car Tech LLC entered into an Agreement and Plan of Merger to acquire AltEnergy Acquisition Corp. from AltEnergy Acquisition Sponsor, LLC, American Financial Group, Inc. and Harraden Circle Investors, LP, managed by Harraden Circle Investments, LLC for $120 million in a reverse merger transaction.
February 20, 2024
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Car Tech LLC entered into an Agreement and Plan of Merger to acquire AltEnergy Acquisition Corp. (NasdaqGM:AEAE) from AltEnergy Acquisition Sponsor, LLC, American Financial Group, Inc. (NYSE:AFG) and Harraden Circle Investors, LP, managed by Harraden Circle Investments, LLC for $120 million in a reverse merger transaction on February 21, 2024. The consideration includes $80,000,000, in shares of Altenergy Post-Merger Common Stock, minus the amount of any shortfall in AltEnergy?s obligation to source at least $50,000,000 in proceeds from a private placement to be consummated immediately prior to the Merger, and an additional $40,000,000 as the Earn Out Consideration. 4,000,000 shares of AltEnergy?s stock to be issued to holders of Car Tech Units as the Earn Out Consideration.
Consummation of the transaction is subject to: (a) obtaining approval of the Merger by the holders of a majority in voting power of the AltEnergy Common Stock; (b) obtaining approval of the Merger by the holders of a majority of the Car Tech Units; (c) there being no laws or injunctions by governmental authorities or other legal restraint prohibiting consummation of the transactions contemplated under the Merger Agreement; (d) if required, the required filings under the HSR Act having been completed and the waiting period applicable to the Merger under the HSR Act having expired or terminated; (e) the AltEnergy stock being listed on Nasdaq; (f) the Form S-4 having become effective and no stop order suspending the effectiveness of the Form S-4 having been issued by the SEC; and (g) AltEnergy having at least $5,000,001 in net tangible assets after giving effect to the consummation of the Merger. Car Tech has separate conditions to closing, including, among others, that no material adverse effect has occurred with respect to AltEnergy and that AltEnergy has raised at least $50,000,000 in an investment into the Company. AltEnergy has separate conditions to closing, including, among others, that no material adverse effect having occurred with respect to Car Tech and certain indebtedness of Car Tech having been converted into Car Tech units.
The Boards of Directors of AltEnergy and the Management Committee of Car Tech have each unanimously approved the proposed merger, which is expected to be completed in the first half of 2024, subject to regulatory approval, the approval of the proposed merger by AltEnergy?s stockholders and Car Tech?s members and the satisfaction or waiver of other customary closing conditions.
GLC Advisors & Co., LLC is acting as financial advisor to AltEnergy. Jack Levy and Walter Rahmey of Morrison Cohen LLP is acting as legal advisor to AltEnergy. Finhaven Capital Inc. is acting as the exclusive financial advisor to Car Tech. Anthony Epps and Dan Miller of Dorsey & Whitney LLP is serving as legal advisor to Car Tech. Continental Stock Transfer & Trust Company acted as transfer agent to AltEnergy Acquisition Corp.
American Financial Group, Inc. is an insurance holding company. The Company is engaged in property and casualty insurance, focusing on specialized commercial products for businesses. The Company operates through two segments: Property and casualty insurance and Other. Property and casualty insurance business includes specialty sub-segments: Property and transportation, which includes physical damage and liability coverage for buses and trucks and other specialty transportation niches, inland and ocean marine, agricultural-related products and other commercial property coverages; Specialty casualty, which includes primarily excess and surplus, executive and professional liability, general liability, umbrella and excess liability, and Specialty financial, which includes risk management insurance programs for lending and leasing institutions (including equipment leasing and collateral and lender-placed mortgage property insurance), fidelity and surety products and trade credit insurance.
Car Tech LLC entered into an Agreement and Plan of Merger to acquire AltEnergy Acquisition Corp. from AltEnergy Acquisition Sponsor, LLC, American Financial Group, Inc. and Harraden Circle Investors, LP, managed by Harraden Circle Investments, LLC for $120 million in a reverse merger transaction.
AMERICAN FINANCIAL GROUP, INC. 
