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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.
Athena Technology Acquisition Corp. II reported the results of its 2025 annual stockholder meeting held virtually on December 30, 2025. As of the December 10, 2025 record date, 9,859,887 shares of Class A common stock were outstanding, and 9,835,304 shares, or 99.75%, were represented in person or by proxy, establishing a quorum.
Stockholders elected Class III directors Isabelle Freidheim and Kirthiga Reddy to serve until the 2028 annual meeting, with 9,835,056 votes for and 248 votes withheld for each nominee. Stockholders also ratified the appointment of WithumSmith+Brown as independent registered public accounting firm for the fiscal year ending December 31, 2025, with 9,835,304 votes for and no votes against or abstentions.
Athena Technology Acquisition Corp. II is asking stockholders to vote at its fully virtual 2025 Annual Meeting on two items: the election of two Class III directors and the ratification of Withum as the independent registered public accounting firm for the year ending December 31, 2025.
Holders of Class A common stock as of December 10, 2025, when 9,859,887 shares were outstanding, are entitled to vote, with each share receiving one vote. The sponsor, Athena Technology Sponsor II, beneficially owns 9,835,000 shares of Class A common stock, representing about 99.7% of the outstanding Class A shares, and plans to vote in favor of both proposals, which effectively ensures their approval if a quorum is present.
The board is nominating CEO and Chair Isabelle Freidheim and President Kirthiga Reddy for new three-year terms as Class III directors, continuing a staggered board structure. Stockholders can vote by internet, telephone, mail, or during the live webcast, and may change their votes or revoke proxies as described in the materials.
Athena Technology Acquisition Corp. II reported that on December 8, 2025 it deposited $497.74 into its trust account. This payment allows the company to extend by one month the deadline to complete its initial business combination, moving the date from December 14, 2025 to January 14, 2026.
This is the company’s fourth monthly extension and is one of up to nine potential monthly extensions permitted under its Amended and Restated Certificate of Incorporation, as amended. The update is an administrative step that keeps the special purpose acquisition company’s merger window open for an additional month.
Athena Technology Acquisition Corp. II filed a Form 12b-25 to notify a late filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company states it cannot complete the filing without unreasonable effort or expense and needs additional time to compile required disclosures and financial information.
The company expects to file within the Rule 12b-25 extension period applicable to Form 10-Qs. The notice includes forward-looking statement cautions. Contact listed: Jennifer Calabrese at (516) 252-6369.