ATHENA TECHNOLOGY ACQ CORP II SEC Filings

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.

Athena Technology Acquisition Corp. II is soliciting votes at a virtual Special Meeting on September 10, 2025 to request stockholder approval to amend its charter to extend the deadline to complete an initial business combination from September 14, 2025 to June 14, 2026. The extension would permit up to nine one-month extensions and requires the Sponsor or its designees to deposit, upon each one-month extension, the lesser of $25,000 and $0.02 per then-outstanding public share not redeemed. The Board unanimously recommends approval.

If approved, public stockholders may elect to redeem their public shares for a pro rata amount from the Trust Account as of two business days before the vote; the Withdrawal Amount will be removed from the Trust Account to satisfy redemptions and the remainder will remain available to complete the Proposed Business Combination with Ace Green Recycling. The Sponsor currently beneficially owns 8,881,250 Class A shares plus 953,750 private placement units (approximately 96.9% of outstanding common stock) and plans to vote all its shares in favor, while approval requires the affirmative vote of at least 65% of outstanding common stock.

On August 11, 2025, Athena Technology Acquisition Corp. II deposited $6,203.12 into its trust account to extend the period for consummating its initial business combination by one month, moving the deadline from August 14, 2025 to September 14, 2025. The filing specifies this Monthly Extension is the ninth of up to nine potential monthly extensions permitted under the Companys Amended and Restated Certificate of Incorporation. The report provides the extension amount, the new deadline and the extension count; no additional financial statements or transaction details are included in the text.

Athena Technology Acquisition Corp. II (NASDAQ: ATEK) filed an 8-K to disclose it has exercised its eighth monthly extension option, moving the SPAC’s deadline to complete a de-SPAC transaction from July 14 2025 to August 14 2025. The company deposited $6,203.12 into the trust account, in line with the requirements set out in its Amended and Restated Certificate of Incorporation. Up to one additional monthly extension remains available. No target for an initial business combination was announced in the filing, and no other material financial statements or exhibits were included beyond the mandated XBRL cover page.