Athena Technology Acquisition Corp. II filings document a SPAC issuer's material events, security structure, and trust-account mechanics. The company's 8-K reports record monthly extension actions, deposits to the trust account, and amendments or provisions under its certificate of incorporation related to the period for completing an initial business combination.
ATEK regulatory disclosures also cover shareholder voting matters, redemption mechanics, material agreements, capital structure, governance, risk factors, and emerging-growth-company reporting status. These filings frame the company as a Delaware blank-check issuer rather than an operating business with product revenue.
The Company is asking stockholders to approve a Fifth Extension Amendment to its charter to extend the date to complete an initial business combination from June 14, 2026 to March 14, 2027. The extension permits monthly one‑month extensions up to nine times, conditioned on the Sponsor depositing the lesser of $25,000 or $0.02 per outstanding public share for each one‑month extension.
The Sponsor beneficially owns approximately 99.7% of outstanding common stock and intends to vote in favor. Public holders may redeem shares for an estimated $12.21 per public share (calculated as of the May 7, 2026 record date). The Trust Account held about $303,821.35 as of the record date. Approval requires the affirmative vote of holders of at least 65% of outstanding common stock; adjournment would require a majority of votes cast.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to extend the deadline for completing its initial business combination from May 14, 2026 to June 14, 2026.
This one-month "Monthly Extension" is the ninth and final extension allowed under its amended certificate of incorporation.
Athena Technology Acquisition Corp. files an Amendment No. 4 to a Form S-4 to register the proposed business combination with Ace Green Recycling, Inc., including the issuance of New Ace Green equity and related securities in connection with a $32.0 million PIPE Investment. The Merger Agreement converts Ace Green equity into New Ace Green shares using an Exchange Ratio tied to a $250,000,000 denominator and $10.10 reference, and contemplates up to 25,500,000 Earnout Shares and up to 1,500,000 Sponsor Earnout Shares issuable based on VWAP, revenue and EBITDA targets over post-Closing performance periods. The filing discloses pro forma ownership and dilution scenarios (no redemptions to maximum redemptions) with 32,610,695 total shares outstanding in the no-redemptions case and pro forma net tangible book value per share of $3.08 (as adjusted, December 31, 2025).
The proxy/prospectus also describes Sponsor arrangements, Working Capital Loans and subscription agreements with Polar and other investors that provide extension and working capital funding, and details redemption mechanics for Athena Public Stockholders and Nasdaq listing plans for New Ace Green under symbols AGXI and AGXIW.
Athena Technology Acquisition Corp. amended its Business Combination Agreement with Ace Green to increase New Ace Green preferred stock authorization from 1,000,000 to 5,000,000 to permit issuance of a 12.0% Series A Cumulative Convertible Preferred Stock for a concurrent PIPE.
The PIPE Purchase Agreements provide for 3,333,333 Series A preferred shares convertible at an initial conversion price of $12.00 per share, 5,000,000 warrants exercisable at $12.00, and aggregate proceeds of $32,000,000. The PIPE Investors will also receive a pro rata portion of 1,000,000 common shares. Closings are expected to occur concurrently with the Business Combination, subject to customary closing conditions and a listing approval.
Athena Technology Acquisition Corp. II and Ace Green Recycling amended their business combination agreement and arranged a $32 million private investment to support their planned merger. The amendment increases New Ace Green’s authorized preferred stock from 1,000,000 to 5,000,000 shares to enable a new preferred series.
Under securities purchase agreements, PIPE investors agreed to buy 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock, convertible into New Ace Green common stock at $12.00 per share, plus warrants for 5,000,000 common shares at a $12.00 exercise price, for $32,000,000 in aggregate. Investors will also receive a pro rata portion of 1,000,000 New Ace Green common shares as additional consideration. Closing is expected concurrently with the business combination, with proceeds intended to fund the deal and Ace’s growth plans.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to use a one-month extension option under its charter. This moves the deadline to complete its initial business combination from April 14, 2026 to May 14, 2026. The company notes this is the eighth of up to nine permitted monthly extensions.
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.