Athena Technology Acquisition (ATEK) wins approval to extend SPAC merger deadline

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

4 items: 5.03, 5.07, 8.01, 9.01

4 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding at record date: 9,859,887 shares Shares represented at meeting: 9,835,330 shares Extension outside limit: March 14, 2027 +6 more

9 metrics

Shares outstanding at record date 9,859,887 shares Class A common stock as of May 7, 2026 record date

Shares represented at meeting 9,835,330 shares Class A shares present or by proxy, 99.75% of entitled

Extension outside limit March 14, 2027 Latest possible date to consummate business combination

Per-extension sponsor deposit cap $25,000 Maximum cash per month into trust for extensions

Per-share extension deposit $0.02 per share Alternative to $25,000, based on unredeemed public shares

Redeemed shares 11,313 shares Class A shares redeemed in connection with extension

Redemption cash paid $138,565.10 Total withdrawn from trust for redeeming holders

Redemption price $12.25 per share (approx.) Implied per-share amount from trust for redeemed shares

First extension deposit $271.48 Amount deposited June 12, 2026 to extend to July 14, 2026

Key Terms

business combination, trust account, Certificate of Amendment, special meeting of stockholders, +1 more

5 terms

business combination financial

"extends the date by which the Company must consummate a business combination on a monthly basis"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

trust account financial

"deposit into the trust account established by the Company in connection with the Company’s initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Certificate of Amendment regulatory

"Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended."

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

special meeting of stockholders regulatory

"at its special meeting of stockholders held on June 11, 2026"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

redemption financial

"Stockholders holding 11,313 shares of Class A Common Stock exercised their right to redeem such shares"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/12/2026 - 04:05 PM

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): June 11, 2026

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its special meeting of stockholders held on June 11, 2026 (the “Extension Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from June 14, 2026 to March 14, 2027 provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company’s initial public offering of units of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and warrants to purchase shares of Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock issued and outstanding that is subject to redemption and that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2026, the Company held the Extension Special Meeting virtually via live webcast. As of the close of business on May 7, 2026, the record date for the Extension Special Meeting, there were 9,859,887 shares of Class A Common Stock outstanding, each of which was entitled to one vote per share with respect to the proposals brought before the Extension Special Meeting. A total of 9,835,330 shares of Class A Common Stock, representing 99.75% of the outstanding shares of Class A Common Stock entitled to vote at the Extension Special Meeting, were present in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Extension Special Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2026.

Proposal 1 — Approval to amend the Charter to extend the date by which the Company must consummate a business combination from June 14, 2026 to up to March 14, 2027, subject to certain requirements.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
9,835,330		0		0		0

Based on the foregoing votes, the stockholders approved the Amendment to the Charter.

Stockholders holding 11,313 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $138,565.10 (approximately $12.25 per share) will be withdrawn from the trust account to pay such redeeming holders.

Item 8.01. Other Events.

On June 12, 2026, the Company caused to be deposited $271.48 into the trust account allowing the Company to extend the period of time it has to consummate its initial business combination by one month from June 14, 2026 to July 14, 2026 (the “Monthly Extension”). The Monthly Extension is the first of up to nine potential monthly extensions permitted under the Company’s Charter, as amended by the Amendment described under Item 5.03 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

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: June 12, 2026	ATHENA TECHNOLOGY ACQUISITION CORP. II

	By:	/s/ Isabelle Freidheim
	Name:	Isabelle Freidheim
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What charter change did Athena Technology Acquisition Corp. II (ATEK) approve?

Athena Technology Acquisition Corp. II approved a charter amendment allowing up to nine one-month extensions to complete a business combination, moving the potential deadline from June 14, 2026 to as late as March 14, 2027, contingent on required monthly deposits into the trust account.

How did Athena Technology Acquisition Corp. II (ATEK) stockholders vote on the extension?

Stockholders overwhelmingly approved the extension proposal, with 9,835,330 Class A shares voting for it and no votes against or abstaining. This represented approximately 99.75% of the 9,859,887 Class A shares entitled to vote as of the May 7, 2026 record date.

How many Athena Technology Acquisition Corp. II (ATEK) shares were redeemed in connection with the extension?

Holders of 11,313 Class A common shares of Athena Technology Acquisition Corp. II redeemed their shares. These investors will receive a total of $138,565.10 from the trust account, which equals approximately $12.25 per redeemed share based on the company’s stated redemption amount.

What are the financial terms of each potential monthly extension for Athena Technology Acquisition Corp. II (ATEK)?

For each one-month extension, the sponsor or its affiliates must deposit the lesser of $25,000 or $0.02 per unredeemed public Class A share into the trust account. These deposits fund up to nine extensions, enabling more time to complete an initial business combination.

What immediate extension did Athena Technology Acquisition Corp. II (ATEK) implement after the vote?

Following stockholder approval, Athena Technology Acquisition Corp. II deposited $271.48 into its trust account on June 12, 2026. This payment activated the first one-month extension, moving the business combination deadline from June 14, 2026 to July 14, 2026 under the amended charter.

How many Athena Technology Acquisition Corp. II (ATEK) shares were outstanding at the record date for the extension vote?

There were 9,859,887 shares of Class A common stock of Athena Technology Acquisition Corp. II outstanding as of the May 7, 2026 record date. Each share was entitled to one vote on the extension proposal considered at the June 11, 2026 special meeting.

Filing Exhibits & Attachments

4 documents