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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. 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 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 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 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.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to extend the time to complete its initial business combination by one month, moving the deadline from November 14, 2025 to December 14, 2025.
This is the third of up to nine monthly extensions permitted under its Amended and Restated Certificate of Incorporation. The deposit reflects a routine SPAC mechanism to maintain the opportunity to finalize a merger while the company continues its search.