Welcome to our dedicated page for ATHENA TECHNOLOGY ACQ II SEC filings (Ticker: ATEK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings of Athena Technology Acquisition Corp. II (ATEK) provide detailed insight into its operations as a special purpose acquisition company and its progress toward completing an initial business combination. As a SPAC, ATEK’s filings focus on its capital structure, trust account, charter provisions, extension mechanisms and proposed merger transactions rather than traditional operating results.
Key documents for this company include its registration statements and proxy statements related to business combinations. A press release dated December 4, 2024 notes that Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. entered into a definitive business combination agreement. A subsequent definitive proxy statement dated August 28, 2025 explains that the parties filed a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus for soliciting stockholder approval of the Proposed Business Combination and describes the merger structure in which a wholly owned subsidiary of ATEK would merge with and into Ace Green Recycling.
Filings also document how ATEK manages its deadline to complete a business combination. The August 28, 2025 proxy statement outlines a Fourth Extension Amendment to its charter, permitting monthly extensions of the outside date in exchange for sponsor-funded deposits into the trust account. Multiple Form 8-K reports dated August 11, 2025, October 7, 2025, November 4, 2025, December 8, 2025 and January 5, 2026 confirm specific deposits and one-month extensions, showing how the company uses its extension rights.
Other important filings include annual meeting proxy statements, which cover director elections and auditor ratification, and Form 12b-25 notifications of late filing, which explain when additional time is needed to complete quarterly reports. Together, these documents help investors understand the governance of Athena Technology Acquisition Corp. II, the status of its trust account and redemption rights, and the procedural steps required to close a business combination.
On this page, Stock Titan presents ATEK’s 10-K, 10-Q, 8-K, proxy statements and related forms, along with AI-powered summaries that clarify complex sections, highlight key terms of the Proposed Business Combination with Ace Green Recycling and explain the implications of extensions, redemptions and stockholder votes for SPAC investors.
Athena Technology Acquisition Corp. reported that on March 19, 2026 it, its sponsor and Ace Green Recycling, Inc. executed a First Amendment to the Business Combination Agreement. The amendment adds earnout provisions, permits certain financings, updates expected Board composition, revises Athena/Axe expense cap definitions and extends the Outside Date to April 30, 2026.
The amendment is filed as Exhibit 2.1 and the report includes customary forward-looking disclaimers and references to the Registration Statement on Form S-4.
Athena Technology Acquisition Corp. II entered into a First Amendment to its Business Combination Agreement with Ace Green Recycling, Inc. and its sponsor. The amendment adds earnout provisions for Ace Green stockholders at closing, allows certain Ace Green financings, updates the expected post-closing board composition, and revises the Athena and Ace Green expense cap definitions. It also extends the Outside Date for completing the business combination to April 30, 2026.
Athena Technology Acquisition Corp. filed Amendment No. 3 to a Form S-4 in connection with its proposed business combination with Ace Green Recycling, Inc., under which Project Atlas Merger Sub will merge into Ace Green and Ace Green will become a wholly owned subsidiary of Athena, to be renamed New Ace Green.
The Merger Agreement contemplates an aggregate merger consideration tied to a $250,000,000 numerator and an Exchange Ratio derived from $10.10 per share, and contemplates issuance of up to 25,500,000 Earnout Shares plus up to 1,500,000 Sponsor Earnout Shares based on post-Closing VWAP and revenue/EBITDA milestones during specified earnout periods. The filing describes sponsor holdings, private placement units, bridge and working capital promissory notes, sponsor support and side‑letter arrangements, and illustrative post-Closing ownership and valuation tables under multiple redemption scenarios.
Athena Technology Acquisition Corp. II is a SPAC with no operating business, formed to complete a merger or similar transaction. It originally raised $256,287,500 in its IPO and over-allotment and placed those funds in a trust account.
After multiple shareholder redemptions and extension payments, the trust held $297,614, or $14.41 per public share, as of December 31, 2025. As of March 6, 2026, there were 9,859,887 Class A shares outstanding, of which the sponsor and initial holders controlled about 99.7%, giving them effective voting control over any business combination.
The company entered into a Business Combination Agreement on December 4, 2024 with Ace Green Recycling, Inc., under which Ace would become a wholly owned subsidiary and its security holders would receive Athena common stock plus potential earnout shares. Athena may issue up to 10,500,000 earnout shares to Ace holders and up to 1,500,000 earnout shares to the sponsor based on stock price performance over five years.
Athena has extended its deadline several times and now has until June 14, 2026 to complete a business combination or redeem public shares for the cash in the trust, after which its warrants would expire worthless.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on March 4, 2026. This payment extends the deadline to complete its initial business combination by one month, moving the date from March 14, 2026 to April 14, 2026.
This is the company’s seventh monthly extension under its Amended and Restated Certificate of Incorporation, which permits up to nine such one-month extensions. The action gives the SPAC additional time to identify and close a business combination without liquidating.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on February 5, 2026 to extend the deadline to complete its initial business combination. This Monthly Extension moves the date from February 14, 2026 to March 14, 2026.
The company states this is the sixth of up to nine potential one-month extensions permitted under its Amended and Restated Certificate of Incorporation, as amended. No specific business combination target or transaction terms are described in this disclosure.
Athena Technology Acquisition Corp. II filed an update on its planned merger with Ace Green Recycling, Inc.. The filing explains that a previously signed Business Combination Agreement will combine Ace Green with a subsidiary of Athena, leaving Ace Green as a wholly owned subsidiary and its security holders becoming Athena security holders.
The companies plan special stockholder meetings to vote on proposals related to the deal, which are described in a Form S-4 registration statement first filed with the SEC on April 30, 2025. Athena also furnished an investor presentation about Ace Green as Exhibit 99.1 and included extensive cautions about forward-looking statements, projections, and the need for investors to review the registration statement and risk factors.
Athena Technology Acquisition Corp. II filed an 8-K describing the status of its planned business combination with Ace Green Recycling, Inc.. The filing reiterates that Athena’s merger subsidiary will merge into Ace Green, which would become a wholly owned subsidiary of Athena, with Ace Green security holders becoming Athena security holders.
The 8-K highlights that the merger remains subject to conditions in the Business Combination Agreement and to approval at special stockholder meetings for both Athena and Ace Green, as described in a Form S-4 registration statement first filed on April 30, 2025. Athena also furnished an investor presentation about Ace Green’s business as Exhibit 99.1 and included extensive forward-looking statement, projections, and no-offer disclaimers, directing investors to review the S-4 registration statement and related risk factors.
Athena Technology Acquisition Corp. II is asking stockholders to approve a merger with Ace Green Recycling, Inc., turning Ace Green into its wholly owned subsidiary and renaming the company “Ace Green Recycling, Inc.” The deal values Ace Green at $250,000,000 divided by $10.10 per share to determine the stock exchange ratio, with Ace Green holders receiving Athena Class A shares and up to 10,500,000 additional earnout shares if future stock price targets of $15.00, $20.00 and $25.00 are met.
After extensive prior redemptions, public stockholders would own a very small stake, while existing Ace Green stockholders are expected to hold about 24,752,475 shares, or roughly 87.5% of New Ace Green in the no‑further‑redemption scenario, against total shares outstanding of about 28.3 million. The Sponsor and related parties would hold 2,300,000 shares and Subscription Agreement investors 1,200,000 shares, with significant potential further dilution from warrants and earnout shares. Stockholders may redeem their public shares for cash from the trust account and are being solicited to vote on the merger, new charter, director slate, equity plan, Nasdaq listing approval and related items.
Athena Technology Acquisition Corp. II disclosed that on January 5, 2026 it deposited $497.74 into its trust account to extend the time it has to complete its initial business combination. This payment grants the company an additional one month, moving the deadline from January 14, 2026 to February 14, 2026.
The company notes this is the fifth of up to nine potential one-month extensions permitted under its amended and restated certificate of incorporation, giving it more time to identify and close a suitable merger target.