Athena holders back Ace Green merger, extend deadline
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.
Rhea-AI Filing Summary
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.
Positive
- Stockholders overwhelmingly approved the business combination with Ace Green Recycling Inc., the new charter, a 115,000,000-share authorization structure, a full six-member board slate, and the 2026 Equity Incentive Plan, clearing key corporate approvals for closing the de-SPAC transaction.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
2 items: 5.07, 8.01
2 items
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.
Key Figures
Class A shares outstanding on record date: 9,848,574 shares
Shares represented at meeting: 9,835,040 shares
Meeting turnout: 99.86%
+5 more
8 metrics
Class A shares outstanding on record date
9,848,574 shares
As of close of business on August 7, 2026, the record date for the special meeting
Shares represented at meeting
9,835,040 shares
Class A shares present in person or by proxy at the special meeting
Meeting turnout
99.86%
Percentage of outstanding Class A shares entitled to vote that were represented at the meeting
Authorized shares post-merger
115,000,000 shares
New Ace Green charter: 110,000,000 common and 5,000,000 preferred shares authorized
Common stock authorization
110,000,000 shares
Common stock, par value $0.0001 per share, authorized in the new charter
Preferred stock authorization
5,000,000 shares
Preferred stock, par value $0.0001 per share, authorized in the new charter
Trust account extension deposit
$271.48
Amount deposited to extend the business combination deadline by one month
Shares electing redemption
9,029 shares
Class A shares whose holders elected redemption, conditioned on business combination closing
Key Terms
Business Combination Agreement, Merger Agreement, blank check company, trust account, +2 more
6 terms
Business Combination Agreement regulatory
"Approval and adoption of the Business Combination Agreement, dated as of December 4, 2024"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Merger Agreement regulatory
"as may be amended and/or amended and restated, the “Merger Agreement”"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
blank check company regulatory
"eliminate certain charter provisions related to Athena’s status as a blank check company"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
trust account financial
"caused to be deposited $271.48 into the Company’s trust account"
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.
Equity Incentive Plan financial
"approval and adoption of the New Ace Green 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
non-binding advisory basis regulatory
"Approval, on a non-binding advisory basis, certain governance provisions in the Proposed Charter"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did ATEK stockholders decide about the Ace Green Recycling business combination?
Stockholders approved the Business Combination Proposal with Ace Green Recycling Inc., with 9,835,040 votes for and no votes against or abstentions, authorizing the merger under the Business Combination Agreement and related transactions.
Will Athena Technology Acquisition Corp. II change its name after the merger?
Yes. The approved charter amendments include changing the company’s name from “Athena Technology Acquisition Corp. II” to “Ace Green Recycling, Inc.” and eliminating provisions related to its status as a blank check company.
How did ATEK extend its deadline to complete the business combination and until when?
Athena deposited $271.48 into its trust account to obtain a one-month extension of the deadline to complete its initial business combination, moving the date from September 14, 2026 to October 14, 2026, the fourth of up to nine monthly extensions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
