Athena Technology Acquisition Corp. II and co-registrant Ace Green Recycling Inc. filed a post-effective amendment replacing the previously filed Exhibit 5.1 legal opinion and Exhibit 23.1 consent of Latham & Watkins LLP. The prospectus remains unchanged, and the amendment becomes effective upon filing under Rule 462(d).
Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. entered into a waiver on September 24, 2026, to their Business Combination Agreement. They waived certain provisions requiring each party to cause the SPAC Warrants to be approved for listing on Nasdaq. The warrants will not meet Nasdaq’s minimum initial-listing requirement of at least 100 round lot holders who are also public holders.
Athena Technology Acquisition Corp. II (ATEK) reported that stockholders overwhelmingly approved its proposed business combination with Ace Green Recycling Inc. at a special meeting held on September 11, 2026. The Business Combination Proposal received 9,835,040 votes for, with no votes against or abstentions.
Stockholders also approved a new charter for the post-combination company, including authorization for 115,000,000 shares (110,000,000 common and 5,000,000 preferred) and changing the name to Ace Green Recycling, Inc., as well as removing blank-check company provisions. Six directors — Richard Goldberg, Jeanine Wright, Otto C. Schwethelm, Carolyn Trabuco, Nishchay Chadha, and Vipin Tyagi — were elected to the new board, and the 2026 Equity Incentive Plan was approved.
Holders of 9,029 Class A shares elected redemption, conditional on closing of the business combination. Athena deposited $271.48 into its trust account to implement a one-month extension of the deadline to complete its initial business combination, moving it from September 14, 2026 to October 14, 2026, the fourth of up to nine permitted monthly extensions.
Athena Technology Acquisition Corp. II, a blank check company seeking a Business Combination, reported a net loss of $409,427 for the quarter and $875,023 for the six months ended June 30, 2026. Operating expenses were modest, driven mainly by general and administrative costs of $878,727 year-to-date.
Total assets fell to $863,872, including only $23,999 of cash and $166,857 of investments in the Trust Account after extensive shareholder redemptions. Total liabilities were $18,567,593, producing a stockholders’ deficit of $17,902,849, and the company disclosed a working capital deficit of $8,914,328.
Only 13,574 Class A shares remain subject to possible redemption at $14.67 per share. Athena has repeatedly extended its deadline to complete a Business Combination, now potentially to March 14, 2027, and has entered into a Business Combination Agreement with Ace Green Recycling, including earnout structures and related financing arrangements. Management states that liquidity constraints and the mandatory liquidation deadline raise substantial doubt about the company’s ability to continue as a going concern. The company’s securities were delisted from NYSE American in December 2024 and now trade on OTC Pink.
Athena Technology Acquisition Corp. II extended the deadline to complete its initial business combination by making a small additional deposit into its trust. On August 13, 2026, the company deposited $271.48 into its trust account, which allows one further one-month extension of the combination period from August 14, 2026 to September 14, 2026.
This is described as the third of up to nine potential monthly extensions that are permitted under the company’s Amended and Restated Certificate of Incorporation, as amended.
Athena Technology Acquisition Corp. II plans to merge with Ace Green Recycling Inc., with Ace Green becoming a wholly owned subsidiary and Athena renamed “Ace Green Recycling, Inc.” and listing on Nasdaq as AGXI and AGXIW.
Ace Green stockholders will receive Athena Class A shares based on a $250,000,000 equity value at $10.10 per share, plus potential earnouts of up to 25,500,000 additional shares, while the sponsor may vest in up to 1,500,000 earnout shares. A concurrent $32.0 million PIPE will fund 12.0% Series A preferred stock and warrants.
Pro forma, existing Ace Green holders are expected to own roughly 24.75 million shares (about 76% of 32.6 million shares) at closing, the sponsor 2.3 million shares, PIPE investors 4.33 million shares, and Athena public stockholders as few as 13,574 shares. Extensive redemptions mean public holders face significant dilution, with post-combination net tangible book value of about $0.73 per share versus a $10.00 IPO price and an estimated $16.64 per-share redemption value. Stockholders vote on the merger and related proposals at a virtual special meeting on September 11, 2026, and may elect cash redemptions subject to stated limits.
Athena Technology Acquisition Corp. II plans to merge with Ace Green Recycling Inc., taking Ace Green public as “New Ace Green Recycling, Inc.”. The transaction values the equity consideration at $250,000,000, to be paid in Athena Class A shares using an exchange ratio based on a $10.10 reference price. The S-4 registers up to 52,416,267 shares of common stock and warrants to purchase 13,638,905 shares.
Existing Ace Green stockholders are expected to own about 75.9% of New Ace Green, while Athena public stockholders fall to roughly 0.04% under a no-further-redemptions case; total shares outstanding at closing are projected at about 32.6 million. There are up to 25,500,000 Earnout Shares and 1,500,000 Sponsor Earnout Shares tied to stock price, revenue and EBITDA targets. A $32.0 million PIPE of 12.0% Series A convertible preferred stock with 5,000,000 warrants and 1,000,000 commitment shares helps fund the deal.
Because of multiple prior redemption rounds, only 13,574 public Athena shares remain, with an estimated redemption price of about $16.64 per share as of March 31, 2026, and net tangible book value per share after the combination falls to roughly $0.73. Sponsor-related parties will hold about 2,300,000 New Ace Green shares and have significant economic incentives and potential conflicts. Athena stockholders vote on the merger and related proposals at a virtual special meeting on September 11, 2026, with redemption rights available to public holders.
Athena Technology Acquisition Corp. II deposited $271.48 into its trust account on July 10, 2026 to implement a one-month extension of the deadline to complete its initial business combination. This action moves the combination date from July 14, 2026 to August 14, 2026.
The company states that this is the second of up to nine potential monthly extensions permitted under its Amended and Restated Certificate of Incorporation, as amended.
Athena Technology Acquisition Corp. filed Amendment No. 5 to a Form S-4 registering the share issuance and related proxy materials in connection with its proposed Business Combination with Ace Green Recycling Inc. The Merger will convert outstanding Ace Green equity and awards into New Ace Green equity using an Exchange Ratio tied to an Aggregate Merger Consideration equal to $250,000,000 divided by $10.10. The transaction contemplates up to 25,500,000 Earnout Shares, up to 1,500,000 Sponsor Earnout Shares, and a $32.0 million PIPE Investment (including 3,333,333 Series A preferred shares convertible at $12.00 and 5,000,000 PIPE Warrants). The proxy seeks stockholder approval for the merger, charter and governance changes, director elections, an equity plan, and related proposals; Athena applied to list New Ace Green common stock and its public warrants on Nasdaq under the symbols AGXI and AGXIW.
Athena Technology Acquisition Corp. II obtained stockholder approval to amend its charter and extend the deadline to complete a business combination from June 14, 2026 to up to March 14, 2027 through up to nine one-month extensions. Each monthly extension requires the sponsor or its affiliates to deposit the lesser of $25,000 or $0.02 per unredeemed public share into the trust account.
At the June 11, 2026 special meeting, 9,835,330 Class A shares voted for the extension, representing 99.75% of shares entitled to vote. Holders of 11,313 Class A shares elected redemption, leading to a withdrawal of $138,565.10, or about $12.25 per share, from the trust account. On June 12, 2026, the company deposited $271.48 into the trust to implement the first one-month extension, moving the current deadline to July 14, 2026.