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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): January 30, 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 8.01.
Other Events.
As
previously disclosed, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”) entered into a Business Combination
Agreement (the “Business Combination Agreement”), dated as of December 4, 2024, with Athena Technology Sponsor II, LLC, a
Delaware limited liability company, Ace Green Recycling, Inc., a Delaware corporation (“Ace Green”) and Project Atlas Merger
Sub Inc., a Delaware corporation (“Merger Sub”). The Business Combination Agreement provides that, upon the terms and subject
to the conditions set forth therein, Merger Sub will merge with and into Ace Green (the “merger”), with Ace Green surviving
the merger as a wholly owned subsidiary of Athena and the security holders of Ace Green becoming security holders of Athena. Each of Athena
and Ace Green will hold a special meeting of stockholders to consider certain proposals related to the Business Combination Agreement
as further described in the proxy statement/prospectus, as included in a registration statement on Form S-4 first filed with the U.S.
Securities and Exchange Commission (“SEC”) on April 30, 2025 (File No. 333-286836) (the “Registration Statement”).
The merger is conditioned on, among other things, the satisfaction or waiver of certain conditions precedent in the Business Combination
Agreement.
Management
of Ace Green plans to present potential investors with further information about Ace Green and its business. A copy of the investor presentation
is attached as Exhibit 99.1 hereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This report contains statements
regarding Athena, Ace Green, Athena’s proposed business combination with Ace Green (the “Business Combination”) and
other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements can be identified by words such as “anticipate,”
“approximate,” “believe,” “plan,” “estimate,” “expect,” “project,”
“could,” “should,” “strategy,” “will,” “intend,” “may” and other
similar expressions or the negative of such words or expressions. Statements in this report concerning (i) Athena’s or Ace Green’s
expected future financial position, business strategy, production capacity, competitive positions, growth opportunities, plans and objectives
of management and (ii) the expected benefits of the Business Combination, together with other statements that are not historical facts,
are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results
may differ materially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such
forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and
other factors, many of which Athena and Ace Green are unable to predict or control, that may cause actual results, performance or plans
to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements
involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result
of a number of factors, including, but not limited to:
| ● | Ace Green has a limited operating history at scale and is
developing a flagship and new facility in the United States; scaling up its operations and expansion in the U.S. may carry uncertainties
and pose liquidity risks to Ace Green; |
| ● | Ace Green may not be able to secure adequate capital to execute
its business plan; |
| ● | If Ace Green is unable to overcome the workforce and engineering
challenges arising from scaling up production from its existing capacities, it may not succeed in executing its growth and expansion
plans; |
| ● | Successful or timely implementation of Ace Green’s
planned U.S. facility may be delayed due to licensing or regulatory issues; |
| ● | A large portion of Ace Green’s profit is derived from
a relatively small number of major customers, and its business, financial condition, and results of operations could be materially and
adversely affected if its key customers fail to meet their contractual obligations; |
| ● | Prices for recovered materials are subject to global market
fluctuations and price instability may negatively impact Ace Green’s financial performance; |
| ● | Ace Green relies on third-party vendors for key machineries
and failure to acquire and maintain them may adversely disrupt its operations; |
| ● | A decline in green energy adoption may inhibit future recycling
opportunities and may result in decreased demand for Ace Green’s products; |
| ● | Ace Green’s proprietary know-how may be rivaled by
competitors, which may erode the technological edge it has established; |
| ● | Unfavorable economic or geopolitical conditions could constrain
Ace Green’s expansion, inhibit its further growth and otherwise have a material adverse effect its business, results of operations,
prospects and financial condition; |
| ● | Athena and Ace Green may not obtain the requisite stockholder
approvals for the Business Combination; |
| ● | Nasdaq may not list the common stock of the surviving company
following the Business Combination, which could limit investors’ ability to effect transactions following the Business Combination; |
| ● | An event, change or other circumstance could result in the
termination of the Business Combination; |
| ● | A condition to the closing of the Business Combination may
not be satisfied; |
| ● | There may be delays in completing the Business Combination; |
| ● | Any announcement or news coverage relating to the Business
Combination could have adverse effects on the market price of Athena common stock or Ace Green common stock; |
| ● | The risk of litigation related to the merger; and |
| ● | Other risks and uncertainties identified in the “Risk
Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”
sections of the Registration Statement and Athena’s most recent Annual Report on Form 10-K and its subsequent Quarterly Reports
on Form 10-Q, and other risks as identified from time to time in its SEC reports. |
All of the forward-looking
statements Athena and Ace Green make in or in connection with this report are qualified by the information contained or incorporated by
reference in the Registration Statement. For additional information, see the sections entitled “Risk Factors” and “Where
You Can Find More Information” in the Registration Statement beginning on pages 19
and 207, respectively, of the Registration Statement.
Forward-looking statements
are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable
law, neither Athena nor Ace Green undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
NO OFFER OR SOLICITATION
This presentation is
not intended to be, and does not constitute, an offer to buy, subscribe for or sell or the solicitation of an offer to buy, subscribe
for or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
USE OF PROJECTIONS
Any statements regarding financial information in
this presentation (including specifically projected revenue) that are forward-looking statements are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of which are beyond Ace Green’s and Athena’s control. The assumptions
and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic
and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections.
All subsequent written and oral forward-looking statements concerning the Ace Green, the proposed Business Combination, or other matters
and attributable to Ace Green and Athena or any person acting on their behalf are expressly qualified in their entirety by the cautionary
statements above.
IMPORTANT ADDITIONAL
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT
This report is being made in
respect of the Business Combination between Athena and Ace Green. In connection with the Business Combination, Athena and Ace Green filed
with the SEC the Registration Statement, as well as other relevant documents regarding the Business Combination. INVESTORS ARE URGED TO
READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT REGARDING THE TRANSACTION THAT HAS BEEN FILED AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
A free copy of the Registration
Statement, as well as other filings containing information about Athena, may be obtained at the SEC’s website (http://www.sec.gov).
You will also be able to obtain these documents, free of charge, from Athena by calling (970) 925-1572.
PARTICIPANTS IN THE
SOLICITATION
Athena, Ace Green and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from its respective stockholders in respect
of the Business Combination contemplated by the Registration Statement. Information regarding the persons who are, under the rules of
the SEC, participants in the solicitation of the stockholders of Athena in connection with the Business Combination, including a description
of their direct or indirect interests, by security holdings or otherwise, are set forth in the Registration Statement filed with the SEC.
Information regarding Athena’s directors and executive officers is included in the Registration Statement and in its Annual Report
on Form 10-K for the year ended December 31, 2024, which is filed with the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is or will be contained in the
Registration Statement and other relevant materials filed or to be filed with the SEC regarding the Business Combination when such materials
become available. Investors and security holders should read the Registration Statement carefully before making any voting or investment
decisions. You may obtain free copies of any of the documents referenced herein using the sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Investor Presentation |
| 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: January 30, 2026 |
|
| |
|
| |
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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