[8-K] Athena Technology Acquisition Corp. II Redeemable Warrants Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Preserves deal optionality by extending the deadline, allowing management additional time to finalize a business combination.
• Maintains trust value through the required $6,203.12 deposit, protecting shareholder redemption rights.

Negative

• Eighth consecutive extension indicates continued difficulty in identifying or closing a target transaction.
• Only one extension remains, increasing the risk of liquidation if no merger agreement is reached by August 14 2025.

Insights

SPAC Analyst

TL;DR: Routine eighth extension; gives ATEK one more month, but signals ongoing difficulty securing a deal.

The $6.2k deposit is the pro-rata amount needed to maintain $10.35/share (typical for SPACs) in trust. Investors have now seen eight consecutive extensions, leaving only one remaining before the chartered deadline. While the action preserves optionality, it also underscores the lack of a definitive merger agreement 28 months post-IPO. Redemption pressure could rise if no target surfaces before the final extension, potentially eroding the post-combination capital base. On balance, the disclosure is neutral: it neither improves nor materially worsens near-term economics, but time risk is increasing.

Risk Analyst

TL;DR: Extension buys time but heightens timeline and liquidation risk if no deal emerges.

With only one monthly extension left, the probability of forced liquidation climbs absent a transaction announcement. The nominal cash outlay is immaterial, yet repeated extensions can signal deal-sourcing challenges. Investors must weigh the potential opportunity of an attractive late-stage target against the downside of a cash-back liquidation—typically yielding trust value minus expenses. Liquidity remains intact, but certainty around future business prospects does not.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

ATHENA TECHNOLOGY ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

Delaware		001-41144		87-2447308
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

442 5th Avenue

New York, NY 10018

(Address of registrant’s principal executive offices, including zip code)

(970) 925-1572

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On July 8, 2025, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), caused to be deposited $6,203.12 into the Company’s trust account allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 14, 2025 to August 14, 2025 (the “Monthly Extension”). The Monthly Extension is the eighth of up to nine potential monthly extensions permitted under the Company’s Amended and Restated Certificate of Incorporation, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 9, 2025

ATHENA TECHNOLOGY ACQUISITION CORP. II

	By:	/s/ Isabelle Freidheim
	Name:	Isabelle Freidheim
	Title:	Chief Executive Officer and Chairperson of the Board of Directors

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FAQ

Why did Athena Technology Acquisition Corp. II (ATEK) file this 8-K?

To disclose it deposited $6,203.12 into its trust account to extend the business-combination deadline from July 14 2025 to August 14 2025.

How many extensions does ATEK have left?

This is the eighth of up to nine allowed extensions, leaving one monthly extension remaining.

Does the extension affect trust value for ATEK shareholders?

No. The deposit keeps the trust at its required per-share value, safeguarding redemption rights.

Did ATEK announce a merger target in this filing?

No target or letter of intent was disclosed; the filing solely covers the deadline extension.

What happens if ATEK fails to complete a merger by August 14 2025?

Absent a deal or further charter amendment, the SPAC would likely liquidate and return cash in trust to shareholders.