ATHENA TECHNOLOGY ACQ CORP II SEC Filings

Athena Technology Acquisition Corp. II is a SPAC that has not yet completed a merger and continues to operate at an early stage. For the quarter ended September 30, 2025, it reported net income of $508,085, compared with a net loss in the prior-year quarter, mainly helped by a $888,340 reversal of prior-year excise tax interest and penalties. For the first nine months of 2025, it still posted a net loss of $959,779.

Cash was $527,152 and the working capital deficit was $7,689,116, while investments in the trust account fell to $293,283 after multiple shareholder redemptions. The company has extended its deadline to complete a business combination to as late as June 14, 2026 and signed a Business Combination Agreement with Ace Green Recycling, though the merger is not yet closed. Athena’s securities were delisted from NYSE American and now trade on OTC Pink, and management concludes there is substantial doubt about its ability to continue as a going concern.

Athena Technology Acquisition Corp. II reported the results of its 2025 annual stockholder meeting held virtually on December 30, 2025. As of the December 10, 2025 record date, 9,859,887 shares of Class A common stock were outstanding, and 9,835,304 shares, or 99.75%, were represented in person or by proxy, establishing a quorum.

Stockholders elected Class III directors Isabelle Freidheim and Kirthiga Reddy to serve until the 2028 annual meeting, with 9,835,056 votes for and 248 votes withheld for each nominee. Stockholders also ratified the appointment of WithumSmith+Brown as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 9,835,304 votes for and no votes against or abstentions.

Athena Technology Acquisition Corp. II is asking stockholders to vote at its fully virtual 2025 Annual Meeting on two items: the election of two Class III directors and the ratification of Withum as the independent registered public accounting firm for the year ending December 31, 2025.

Holders of Class A common stock as of December 10, 2025, when 9,859,887 shares were outstanding, are entitled to vote, with each share receiving one vote. The sponsor, Athena Technology Sponsor II, beneficially owns 9,835,000 shares of Class A common stock, representing about 99.7% of the outstanding Class A shares, and plans to vote in favor of both proposals, which effectively ensures their approval if a quorum is present.

The board is nominating CEO and Chair Isabelle Freidheim and President Kirthiga Reddy for new three-year terms as Class III directors, continuing a staggered board structure. Stockholders can vote by internet, telephone, mail, or during the live webcast, and may change their votes or revoke proxies as described in the materials.

Athena Technology Acquisition Corp. II reported that on December 8, 2025 it deposited $497.74 into its trust account. This payment allows the company to extend by one month the deadline to complete its initial business combination, moving the date from December 14, 2025 to January 14, 2026.

This is the company’s fourth monthly extension and is one of up to nine potential monthly extensions permitted under its Amended and Restated Certificate of Incorporation, as amended. The update is an administrative step that keeps the special purpose acquisition company’s merger window open for an additional month.

Athena Technology Acquisition Corp. II filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company states it cannot complete the filing without unreasonable effort or expense and needs additional time to compile required disclosures and financial information.

The company expects to file within the Rule 12b-25 extension period applicable to Form 10-Qs. The notice includes forward-looking statement cautions. Contact listed: Jennifer Calabrese at (516) 252-6369.

Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to extend the time to complete its initial business combination by one month, moving the deadline from November 14, 2025 to December 14, 2025.

This is the third of up to nine monthly extensions permitted under its Amended and Restated Certificate of Incorporation. The deposit reflects a routine SPAC mechanism to maintain the opportunity to finalize a merger while the company continues its search.

The proxy discusses a proposed Fourth Extension Amendment to Athena Technology Acquisition Corp. II's charter to extend the date to complete an initial business combination. The company filed an S-4 on April 30, 2025 (not yet effective) and will mail a definitive proxy when effective. The Sponsor converted its Class B shares to Class A and now holds approximately 96.9% of outstanding common stock (12,033,039 shares), and plans to vote in favor of the extension. As of the record date the Trust Account held about $3.6 million; an illustrative per-share redemption price is $11.66 (record date closing OTC price was $10.00). The filing discloses substantial doubt about the company’s ability to continue as a going concern and aggregate excise tax payable of $3,688,337 as of June 30, 2025. The proxy explains redemption mechanics, limits (15% aggregate cap without consent), potential liquidation procedures and tax considerations for redeeming holders.

Athena Technology Acquisition Corp. II (ATEK) filed a Form 10-Q presenting interim unaudited condensed consolidated financials and related disclosures for the quarter ended June 30, 2025. The company reports $280,063 of unrestricted cash and $3,585,115 invested in its Trust Account, with prepaid income taxes of $598,519 and a working capital deficit of $10,580,564. The Trust Account includes $277,093 of interest income available for tax obligations. As of June 30, 2025 there were 9,835,000 shares of Class A common stock issued and outstanding, plus 310,156 shares subject to possible redemption.

The filing discloses material redemption activity from prior periods that withdrew large amounts from the Trust Account and related excise tax liabilities. Aggregate excise tax payable, including interest and penalties, totaled $3,688,337 as of June 30, 2025. Deferred underwriting fees of $8,956,250 remain outstanding and are contingent on completing a Business Combination by the applicable deadline; Citigroup agreed to waive those fees only upon a successful Business Combination with Ace Green Recycling. The company notes limited cash resources, multiple related-party working capital loans totaling $2,157,868, and no adjustments for potential liquidation in its financial statements.