Athena Technology replaces legal opinion and consent

Athena Technology Acquisition Corp. II and co-registrant Ace Green Recycling Inc. filed a post-effective amendment replacing the previously filed Exhibit 5.1 legal opinion and Exhibit 23.1 consent of Latham & Watkins LLP.

Rhea-AI Filing Summary

Athena Technology Acquisition Corp. II and co-registrant Ace Green Recycling Inc. filed a post-effective amendment replacing the previously filed Exhibit 5.1 legal opinion and Exhibit 23.1 consent of Latham & Watkins LLP. The prospectus remains unchanged, and the amendment becomes effective upon filing under Rule 462(d).

Key Terms

post-effective amendment, Rule 462(d), co-registrant

3 terms

post-effective amendment regulatory

"This Post-Effective Amendment No. 1"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Rule 462(d) regulatory

"effective upon filing ... pursuant to Rule 462(d)"

A Securities and Exchange Commission procedural rule that lets a company quickly register additional shares by re-using an already effective registration filing, rather than submitting a full new application. For investors this matters because it speeds up the issuance of more stock—similar to printing extra tickets from an approved batch—so it can increase supply, dilute existing ownership, and signal a near-term capital raise or financing plan.

co-registrant regulatory

"Ace Green Recycling Inc., a Delaware corporation, as co-registrant"

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Available on EDGAR 10/05/2026 - 06:01 PM Accepted by SEC EDGAR 10/05/2026 - 05:23 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 5, 2026.

Registration Statement No. 333-286836

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ATHENA TECHNOLOGY ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

Delaware		6770		87-2447308
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

767 Broadway, #1552

New York, NY 10003

Telephone: (970) 925-1572
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Isabelle Freidheim

Chief Executive Officer

767 Broadway, #1552

New York, NY 10003

Telephone: (970) 925-1572
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to: 

Peyton Worley Scott W. Westhoff Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 Joseph M. Lucosky Victoria Baylin Lucosky Brookman LLP 101 Wood Avenue South 5^th Floor Woodbridge, NJ 08830 (732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-286836

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Registrant and Co-Registrant:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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 to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.

TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)(2)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Ace Green Recycling Inc.		Delaware		3341		86-2478384

(1) The Co-Registrant has the following principal executive office:

1725 Hughes Landing Boulevard

Floor 11

The Woodlands, Texas 77381

Telephone: (281) 217-4431

(2) The agent for service for the Co-Registrant is:

Nishchay Chadha

Chief Executive Officer

1725 Hughes Landing Boulevard

Floor 11

The Woodlands, Texas 77381

Telephone: (936) 827-3513

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-4 (File No. 333-286836) (as amended, the “Registration Statement”) of Athena Technology Acquisition Corp. II, a Delaware corporation, and Ace Green Recycling Inc., a Delaware corporation, as co-registrant, declared effective by the Securities and Exchange Commission on August 12, 2026, is being filed solely to replace Exhibit 5.1 (Opinion of Latham & Watkins LLP) and Exhibit 23.1 (Consent of Latham & Watkins LLP (included in Exhibit 5.1)) previously filed with the Registration Statement. No changes have been made to the prospectus that forms a part of the Registration Statement, and accordingly no prospectus is included in this Post-Effective Amendment. All other information in the Registration Statement is unchanged. This Post-Effective Amendment shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number		Description
5.1		Opinion of Latham & Watkins LLP.*
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).*

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 5, 2026.

	ATHENA TECHNOLOGY ACQUISITION CORP. II
	By:	/s/ Isabelle Freidheim
	Name:	Isabelle Freidheim
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Position		Date
/s/ Isabelle Freidheim		Chief Executive Officer and Chairperson of the Board of Directors		October 5, 2026
Isabelle Freidheim		(Principal Executive Officer)
/s/ Jennifer Calabrese		Chief Financial Officer		October 5, 2026
Jennifer Calabrese		(Principal Accounting and Financial Officer)
/s/ Kirthiga Reddy		President and Director		October 5, 2026
Kirthiga Reddy
/s/ Judith Rodin		Director		October 5, 2026
Judith Rodin
/s/ Sharon Brown-Hruska		Director		October 5, 2026
Sharon Brown-Hruska
/s/ Trier Bryant		Director		October 5, 2026
Trier Bryant
/s/ Carolyn Trabuco		Director		October 5, 2026
Carolyn Trabuco

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Pursuant to the requirements of the Securities Act, the co-registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on October 2, 2026.

	ACE GREEN RECYCLING INC.
	By:	/s/ Nishchay Chadha
	Name:	Nishchay Chadha
	Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Position		Date
/s/ Nishchay Chadha		Director and Chief Executive Officer		October 2, 2026
Nishchay Chadha		(Principal Executive Officer)
/s/ Jason McGlynn		Chief Financial Officer		October 2, 2026
Jason McGlynn		(Principal Financial Officer)
*		Chief Accounting Officer		October 2, 2026
Teodoro Alban		(Principal Accounting Officer)
*		Director		October 2, 2026
Vipin Tyagi

* By:	/s/ Nishchay Chadha
	Nishchay Chadha
	Attorney-in-fact

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