Welcome to our dedicated page for ATHENA TECHNOLOGY ACQ II SEC filings (Ticker: ATEK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
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.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on March 4, 2026. This payment extends the deadline to complete its initial business combination by one month, moving the date from March 14, 2026 to April 14, 2026.
This is the company’s seventh monthly extension under its Amended and Restated Certificate of Incorporation, which permits up to nine such one-month extensions. The action gives the SPAC additional time to identify and close a business combination without liquidating.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on February 5, 2026 to extend the deadline to complete its initial business combination. This Monthly Extension moves the date from February 14, 2026 to March 14, 2026.
The company states this is the sixth of up to nine potential one-month extensions permitted under its Amended and Restated Certificate of Incorporation, as amended. No specific business combination target or transaction terms are described in this disclosure.
Athena Technology Acquisition Corp. II filed an update on its planned merger with Ace Green Recycling, Inc.. The filing explains that a previously signed Business Combination Agreement will combine Ace Green with a subsidiary of Athena, leaving Ace Green as a wholly owned subsidiary and its security holders becoming Athena security holders.
The companies plan special stockholder meetings to vote on proposals related to the deal, which are described in a Form S-4 registration statement first filed with the SEC on April 30, 2025. Athena also furnished an investor presentation about Ace Green as Exhibit 99.1 and included extensive cautions about forward-looking statements, projections, and the need for investors to review the registration statement and risk factors.
Athena Technology Acquisition Corp. II filed an 8-K describing the status of its planned business combination with Ace Green Recycling, Inc.. The filing reiterates that Athena’s merger subsidiary will merge into Ace Green, which would become a wholly owned subsidiary of Athena, with Ace Green security holders becoming Athena security holders.
The 8-K highlights that the merger remains subject to conditions in the Business Combination Agreement and to approval at special stockholder meetings for both Athena and Ace Green, as described in a Form S-4 registration statement first filed on April 30, 2025. Athena also furnished an investor presentation about Ace Green’s business as Exhibit 99.1 and included extensive forward-looking statement, projections, and no-offer disclaimers, directing investors to review the S-4 registration statement and related risk factors.
Athena Technology Acquisition Corp. II is asking stockholders to approve a merger with Ace Green Recycling, Inc., turning Ace Green into its wholly owned subsidiary and renaming the company “Ace Green Recycling, Inc.” The deal values Ace Green at $250,000,000 divided by $10.10 per share to determine the stock exchange ratio, with Ace Green holders receiving Athena Class A shares and up to 10,500,000 additional earnout shares if future stock price targets of $15.00, $20.00 and $25.00 are met.
After extensive prior redemptions, public stockholders would own a very small stake, while existing Ace Green stockholders are expected to hold about 24,752,475 shares, or roughly 87.5% of New Ace Green in the no‑further‑redemption scenario, against total shares outstanding of about 28.3 million. The Sponsor and related parties would hold 2,300,000 shares and Subscription Agreement investors 1,200,000 shares, with significant potential further dilution from warrants and earnout shares. Stockholders may redeem their public shares for cash from the trust account and are being solicited to vote on the merger, new charter, director slate, equity plan, Nasdaq listing approval and related items.
Athena Technology Acquisition Corp. II disclosed that on January 5, 2026 it deposited $497.74 into its trust account to extend the time it has to complete its initial business combination. This payment grants the company an additional one month, moving the deadline from January 14, 2026 to February 14, 2026.
The company notes this is the fifth of up to nine potential one-month extensions permitted under its amended and restated certificate of incorporation, giving it more time to identify and close a suitable merger target.
Athena Technology Acquisition Corp. II is a SPAC that has not yet completed a merger and continues to operate at an early stage. For the quarter ended September 30, 2025, it reported net income of $508,085, compared with a net loss in the prior-year quarter, mainly helped by a $888,340 reversal of prior-year excise tax interest and penalties. For the first nine months of 2025, it still posted a net loss of $959,779.
Cash was $527,152 and the working capital deficit was $7,689,116, while investments in the trust account fell to $293,283 after multiple shareholder redemptions. The company has extended its deadline to complete a business combination to as late as June 14, 2026 and signed a Business Combination Agreement with Ace Green Recycling, though the merger is not yet closed. Athena’s securities were delisted from NYSE American and now trade on OTC Pink, and management concludes there is substantial doubt about its ability to continue as a going concern.