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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.
Athena Technology Acquisition Corp. II, a blank check company seeking a Business Combination, reported a net loss of $409,427 for the quarter and $875,023 for the six months ended June 30, 2026. Operating expenses were modest, driven mainly by general and administrative costs of $878,727 year-to-date.
Total assets fell to $863,872, including only $23,999 of cash and $166,857 of investments in the Trust Account after extensive shareholder redemptions. Total liabilities were $18,567,593, producing a stockholders’ deficit of $17,902,849, and the company disclosed a working capital deficit of $8,914,328.
Only 13,574 Class A shares remain subject to possible redemption at $14.67 per share. Athena has repeatedly extended its deadline to complete a Business Combination, now potentially to March 14, 2027, and has entered into a Business Combination Agreement with Ace Green Recycling, including earnout structures and related financing arrangements. Management states that liquidity constraints and the mandatory liquidation deadline raise substantial doubt about the company’s ability to continue as a going concern. The company’s securities were delisted from NYSE American in December 2024 and now trade on OTC Pink.
Athena Technology Acquisition Corp. II extended the deadline to complete its initial business combination by making a small additional deposit into its trust. On August 13, 2026, the company deposited $271.48 into its trust account, which allows one further one-month extension of the combination period from August 14, 2026 to September 14, 2026.
This is described as the third of up to nine potential monthly extensions that are permitted under the company’s Amended and Restated Certificate of Incorporation, as amended.
Athena Technology Acquisition Corp. II deposited $271.48 into its trust account on July 10, 2026 to implement a one-month extension of the deadline to complete its initial business combination. This action moves the combination date from July 14, 2026 to August 14, 2026.
The company states that this is the second of up to nine potential monthly extensions permitted under its Amended and Restated Certificate of Incorporation, as amended.
Athena Technology Acquisition Corp. II obtained stockholder approval to amend its charter and extend the deadline to complete a business combination from June 14, 2026 to up to March 14, 2027 through up to nine one-month extensions. Each monthly extension requires the sponsor or its affiliates to deposit the lesser of $25,000 or $0.02 per unredeemed public share into the trust account.
At the June 11, 2026 special meeting, 9,835,330 Class A shares voted for the extension, representing 99.75% of shares entitled to vote. Holders of 11,313 Class A shares elected redemption, leading to a withdrawal of $138,565.10, or about $12.25 per share, from the trust account. On June 12, 2026, the company deposited $271.48 into the trust to implement the first one-month extension, moving the current deadline to July 14, 2026.
Athena Technology Acquisition Corp. II is asking stockholders to approve a fifth extension of its deadline to complete a business combination, moving the cutoff from June 14, 2026 to March 14, 2027. For each one-month extension, the sponsor will deposit the lesser of $25,000 or $0.02 per public share into the trust account. Holders of public shares may redeem for cash at an estimated $12.21 per share, based on trust assets as of May 7, 2026, compared with a Class A trading price of $9.50 on the OTC Pink Market on that date. If the extension is not approved and no merger closes by the current deadline, Athena will redeem all public shares and liquidate, leaving warrants worthless. The sponsor owns about 99.7% of outstanding common stock and plans to vote in favor, effectively determining the outcome.
Athena Technology Acquisition Corp. reported a net loss of $465,596 for the three months ended March 31, 2026, or $0.05 per Class A share. Cash was $155,345 with a working capital deficit of $8,474,609, and only $301,732 remained in the Trust Account.
The company discloses substantial doubt about its ability to continue as a going concern unless it completes its initial business combination by June 14, 2026. Most public shares have been redeemed, and its securities now trade on OTC Pink after delisting from NYSE American. Athena has a pending business combination with Ace Green Recycling and a related $32,000,000 PIPE financing agreement.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to extend the deadline for completing its initial business combination from May 14, 2026 to June 14, 2026.
This one-month "Monthly Extension" is the ninth and final extension allowed under its amended certificate of incorporation.
Athena Technology Acquisition Corp. files an Amendment No. 4 to a Form S-4 to register the proposed business combination with Ace Green Recycling, Inc., including the issuance of New Ace Green equity and related securities in connection with a $32.0 million PIPE Investment. The Merger Agreement converts Ace Green equity into New Ace Green shares using an Exchange Ratio tied to a $250,000,000 denominator and $10.10 reference, and contemplates up to 25,500,000 Earnout Shares and up to 1,500,000 Sponsor Earnout Shares issuable based on VWAP, revenue and EBITDA targets over post-Closing performance periods. The filing discloses pro forma ownership and dilution scenarios (no redemptions to maximum redemptions) with 32,610,695 total shares outstanding in the no-redemptions case and pro forma net tangible book value per share of $3.08 (as adjusted, December 31, 2025).
The proxy/prospectus also describes Sponsor arrangements, Working Capital Loans and subscription agreements with Polar and other investors that provide extension and working capital funding, and details redemption mechanics for Athena Public Stockholders and Nasdaq listing plans for New Ace Green under symbols AGXI and AGXIW.
Athena Technology Acquisition Corp. II and Ace Green Recycling amended their business combination agreement and arranged a $32 million private investment to support their planned merger. The amendment increases New Ace Green’s authorized preferred stock from 1,000,000 to 5,000,000 shares to enable a new preferred series.
Under securities purchase agreements, PIPE investors agreed to buy 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock, convertible into New Ace Green common stock at $12.00 per share, plus warrants for 5,000,000 common shares at a $12.00 exercise price, for $32,000,000 in aggregate. Investors will also receive a pro rata portion of 1,000,000 New Ace Green common shares as additional consideration. Closing is expected concurrently with the business combination, with proceeds intended to fund the deal and Ace’s growth plans.