Estatísticas Básicas
| LEI | 5493008CK2CE7TGDP465 |
| CIK | 1882198 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Athena Technology Acquisition Corp. II
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
| May 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpo |
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| April 30, 2026 |
ACE GREEN RECYCLING, INC. COMMON STOCK PURCHASE WARRANT Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 30, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.10 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director n |
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| April 30, 2026 |
Exhibit 4.8 ACE GREEN RECYCLING, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Nishchay Chadha, does hereby certify that: 1. He is the Chief Executive Officer of Ace Green Recycling, Inc., a Delaware corporation (the “Corporatio |
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| April 30, 2026 |
Exhibit 4.8 ACE GREEN RECYCLING, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 12.0% SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Nishchay Chadha, does hereby certify that: 1. He is the Chief Executive Officer of Ace Green Recycling, Inc., a Delaware corporation (the “Corporatio |
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| April 30, 2026 |
Exhibit 10.29 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [ ], 2026, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties |
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| April 30, 2026 |
As filed with the Securities and Exchange Commission on April 29, 2026. As filed with the Securities and Exchange Commission on April 29, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 4 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 |
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| April 30, 2026 |
As filed with the Securities and Exchange Commission on April 29, 2026. As filed with the Securities and Exchange Commission on April 29, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 4 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 |
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| April 30, 2026 |
ACE GREEN RECYCLING, INC. COMMON STOCK PURCHASE WARRANT Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 30, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.10 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director n |
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| April 30, 2026 |
Exhibit 10.29 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [ ], 2026, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties |
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| April 30, 2026 |
Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION V96021 - TBD 1. To approve and adopt the Business Combination Agreement, dated as of D |
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| April 30, 2026 |
Exhibit 99.1 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. PRELIMINARY PROXY CARD - SUBJECT TO COMPLETION V96021 - TBD 1. To approve and adopt the Business Combination Agreement, dated as of D |
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| April 23, 2026 |
Exhibit 99.1 Ace Green Recycling, Inc. and Athena Technology Acquisition Corp. II Announce $32 Million PIPE Investment to Support Proposed Business Combination Investment led by seasoned sector-focused institutional investors supports development of Ace’s Texas facility and international operations Houston, April 23, 2026 – Ace Green Recycling, Inc. (“Ace” or the “Company”), a leading provider of |
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| April 23, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [ ], 2026, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties l |
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| April 23, 2026 |
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of April 18, 2026, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). WHEREAS, SPAC, the Company, Athena Technology Sponso |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 23, 2026 |
Exhibit 10.1 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [ ], 20 |
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| April 23, 2026 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April [ ], 2026, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Issuer”), Ace Green Recycling, Inc., a Delaware corporation (the “Target” and, together with the Issuer, the “Company Parties”), and each of the undersigned parties l |
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| April 23, 2026 |
Exhibit 99.1 Ace Green Recycling, Inc. and Athena Technology Acquisition Corp. II Announce $32 Million PIPE Investment to Support Proposed Business Combination Investment led by seasoned sector-focused institutional investors supports development of Ace’s Texas facility and international operations Houston, April 23, 2026 – Ace Green Recycling, Inc. (“Ace” or the “Company”), a leading provider of |
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| April 23, 2026 |
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of April 18, 2026, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). WHEREAS, SPAC, the Company, Athena Technology Sponso |
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| April 23, 2026 |
Exhibit 10.1 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [ ], 20 |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| March 25, 2026 |
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this or the “Amendment”) is made and entered into as of March 19, 2026, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). WHEREAS, SPAC, the Company, Athena Technology S |
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| March 25, 2026 |
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this or the “Amendment”) is made and entered into as of March 19, 2026, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). WHEREAS, SPAC, the Company, Athena Technology S |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.10 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as an anticipat |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.8 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director no |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.8 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director no |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.11 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director n |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.9 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director no |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.9 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director no |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.11 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as a director n |
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| March 24, 2026 |
As filed with the Securities and Exchange Commission on March 24, 2026. As filed with the Securities and Exchange Commission on March 24, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 3 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 |
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| March 24, 2026 |
Consent of Director Nominee Athena Technology Acquisition Corp. II Exhibit 23.10 Consent of Director Nominee Athena Technology Acquisition Corp. II Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Athena Technology Acquisition Corp. II, the undersigned consents to being named and described as an anticipat |
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| March 24, 2026 |
As filed with the Securities and Exchange Commission on March 24, 2026. As filed with the Securities and Exchange Commission on March 24, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 3 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 |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| March 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| February 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| January 30, 2026 |
Exhibit 99.1 Investor Presentation February 2026 A battery recycling technology company built on proprietary IP ACE Green Recycling, Inc. 2 CAUTIONARY STATEMENT REGARDING FORWARD - LOOKING STATEMENTS This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisit ion Corp. II (“Athena”) has entered into a business combination agreemen |
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| January 30, 2026 |
Exhibit 99.1 Investor Presentation February 2026 A battery recycling technology company built on proprietary IP ACE Green Recycling, Inc. 2 CAUTIONARY STATEMENT REGARDING FORWARD - LOOKING STATEMENTS This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisit ion Corp. II (“Athena”) has entered into a business combination agreemen |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| January 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| January 26, 2026 |
GLENCORE Ltd. MASTER OFFTAKE AGREEMENT Exhibit 10.18 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. GLENCORE Ltd. MASTER OFFTAKE AGREEMENT THIS MASTER OFFTAKE AGREEMENT is made on November 23, 2022 (including th |
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| January 26, 2026 |
As filed with the Securities and Exchange Commission on January 23, 2026. As filed with the Securities and Exchange Commission on January 23, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 2 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 chart |
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| January 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| December 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| December 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Comm |
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| October 27, 2025 |
AGREEMENT (On the amendment of Sales agreement dated December 29, 2024) Exhibit 10.16.1 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. AGREEMENT (On the amendment of Sales agreement dated December 29, 2024) 30.12.2024 ACE: AGR LICENSING INC., a |
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| October 27, 2025 |
As filed with the Securities and Exchange Commission on October 24, 2025. As filed with the Securities and Exchange Commission on October 24, 2025. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– 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 chart |
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| October 27, 2025 |
Exhibit 4.7 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ACE GREEN RECYCLING, INC. Incorporated Under the Laws of the State of Delaware CUSIP [To Be Assigned] Warrant Certificate This Warrant Certificate certifies that [], or registered a |
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| October 27, 2025 |
Subsidiaries of Ace Green Recycling, Inc. Exhibit 21.2 Subsidiaries of Ace Green Recycling, Inc. Listed below are the direct and indirect subsidiaries of Ace Green Recycling, Inc. Name of Subsidiary Jurisdiction of Organization AGR Personnel Inc. Delaware AGR Lithium Inc. Delaware VerdeEn Chemicals, Inc. Delaware AGR Licensing Inc. Delaware AGR Asset Holdings Inc. Delaware AGR Lithium Asset Holdings Inc. Delaware AGR Enterprises Inc. Dela |
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| October 27, 2025 |
COMMERCIAL NET LEASE COUNTY LINE RAIL SILSBEE Basic Terms Exhibit 10.17 Execution Version COMMERCIAL NET LEASE COUNTY LINE RAIL SILSBEE Basic Terms Date of Lease: May , 2025 Landlord: CLR Silsbee Property Owner, LLC, a Delaware limited liability company Tenant: AGR Enterprises, Inc., a Delaware corporation Premises: The location described on Exhibit A-1 and A-2 and all improvements located thereon. Property: The land described on Exhibit A. Common Areas: |
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| October 27, 2025 |
Exhibit 10.18 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. Funds-In Cooperative Research and Development Agreement STEVENSON-WYDLER (15 USC 3710) COOPERATIVE RESEARCH AND |
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| October 27, 2025 |
VERDEEN CHEMICALS, INC. EMPLOYMENT AGREEMENT Exhibit 10.27 VERDEEN CHEMICALS, INC. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between VERDEEN CHEMICALS, INC., a Delaware corporation (the “Company”) and VIPIN TYAGI of Bellevue, Washington (the “Executive”). W I T N E S S E T H: WHEREAS, the Company is a wholly-owned subsidiary of Ace Green Recycling, Inc., a Delaware corporation (hereinafter referr |
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| October 27, 2025 |
ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN VIPIN TYAGI & AGR PERSONNEL, INC Exhibit 10.27.2 ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN VIPIN TYAGI & AGR PERSONNEL, INC This Addendum (the “Addendum”) is made and entered into as of October 10, 2022, by and between AGR Personnel, Inc, a wholly owned subsidiary of ACE Green Recycling Inc. (the “Employer”), and Vipin Tyagi (the “Employee”), in reference to the Employment Agreement dated September 1, 2021 (the “Employment Agreeme |
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| October 27, 2025 |
Exhibit 10.19 LEASE DEED This lease deed (“Lease Deed”) is made and executed on this 26 day of June, 2024 at Mundra, by and between: Mundra Estates INC, a partnership firm incorporated under the provisions of the Indian Partnership Act 1932 and having its registered office at [Shop No. 3, BBZ-South-68, Nr. Bhai Pratap Circle, Zaveri Bazar, Gandhidham, Kachchh, Gujarat 370201, acting through its au |
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| October 27, 2025 |
Exhibit 10.16 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. SALES AGREEMENT PARTIES ACE: AGR LICENSING INC., a company incorporated and registered in the State of Delaware |
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| October 27, 2025 |
ACE RECYCLING PTE LTD MASTER OFFTAKE AGREEMENT Exhibit 10.20 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. ACE RECYCLING PTE LTD MASTER OFFTAKE AGREEMENT THIS MASTER OFFTAKE AGREEMENT is made on June 4, 2025 (including |
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| October 27, 2025 |
ADDITIONAL AGREEMENT (On the amendment of License agreement dated December 27, 2024) Exhibit 10.24 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. ADDITIONAL AGREEMENT (On the amendment of License agreement dated December 27, 2024) 28.12.2024 ACE: AGR LICENS |
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| October 27, 2025 |
Exhibit 10.26 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of August 11, 2022 |
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| October 27, 2025 |
Exhibit 10.22 LITHIUM ION BATTERY WASTE RECYCLING AGREEMENT between ACE GREEN RECYCLING INC. and SPRIO DATED 2nd JANUARY 2025 LITHIUM ION BATTERY WASTE RECYCLING AGREEMENT THIS AGREEMENT is dated 2nd January 2025 (“Effective Date”) by and between Ace Green Recycling, Inc., USA a company organized and existing under the laws of the state of Delaware in the United States of America with its principa |
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| October 27, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-4 ATHENA TECHNOLOGY ACQUISITION CORP. |
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| October 27, 2025 |
Exhibit 10.21 MASTER OFFTAKE AGREEMENT THIS MASTER OFFTAKE AGREEMENT is made on 5th March, 2025 (including the schedules and annexes hereto, all of which form a part hereof, this “Master Offtake Agreement” and hereinafter also called the “Agreement”). BETWEEN: OM COMMODITIES LLC 8101 Biscayne Blvd, #707 Miami, FL, 33138 USA (hereinafter called “Seller ” and “OMC”) AND: ACE GREEN RECYCLING INC 2700 |
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| October 27, 2025 |
ACE RECYCLING PTE. LTD. EMPLOYMENT AGREEMENT Exhibit 10.25 ACE RECYCLING PTE. LTD. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between ACE RECYCLING PTE. LTD., a Singapore private company limited by shares (the “Company”) and NISHCHAY CHADHA of Singapore (the “Executive”). W I T N E S S E T H: WHEREAS, the Company is a wholly-owned subsidiary of Ace Green Recycling, Inc., a Delaware corporation (he |
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| October 27, 2025 |
ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN VIPIN TYAGI & VERDEEN CHEMICALS, INC Exhibit 10.27.1 ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN VIPIN TYAGI & VERDEEN CHEMICALS, INC This Addendum (the “Addendum”) is made and entered into as of August 1, 2022, by and between AGR Personnel, Inc, a wholly owned subsidiary of ACE Green Recycling Inc. (the “Employer”), and Vipin Tyagi (the “Employee”), in reference to the Employment Agreement dated September 1, 2021 (the “Employment Agree |
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| October 27, 2025 |
Exhibit 10.23 Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and is the type that Ace Green treats as private or confidential. The redaction of such information is indicated by [***]. (1) AGR LICENSING INC. (2) MEL METAL LLC LICENCE AGREEMENT December 27, 2024 Table Of Contents 1. INTERPRETATIO |
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| October 27, 2025 |
SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.6 SPECIMEN COMMON STOCK CERTIFICATE Number ACE GREEN RECYCLING, INC. Incorporated Under the Laws of the State of Delaware COMMON STOCK CUSIP [To Be Assigned] This certifies that is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of Ace Green Recycling, Inc., a Delaware corporation (the “Company”), transferable on the bo |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Commi |
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| September 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| September 12, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| August 19, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 11, 2025 (the “Effective Date”), by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporation (the “SPAC”) |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| May 19, 2025 |
Exhibit 99.1 An IP - driven battery recycling technology company May 2025 Ace Green Recycling, Inc. This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisition Corp. II (“Athena”) has entered into a business combination agreement to consummate a business combination (the “Business Combination”), and other matters that are forward |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 19, 2025 |
Exhibit 99.1 An IP - driven battery recycling technology company May 2025 Ace Green Recycling, Inc. This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisition Corp. II (“Athena”) has entered into a business combination agreement to consummate a business combination (the “Business Combination”), and other matters that are forward |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpo |
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| April 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ATHENA TECHNOLOGY ACQUISITION CORP. |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025. As filed with the Securities and Exchange Commission on April 29, 2025. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– 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 |
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| April 8, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| March 21, 2025 |
Exhibit 10.18 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of February 9, 2025 (the “Effective Date”), is made by and between the investor listed on the signature page hereto (the “Investor”), and Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”). Investor and Sponsor are referred to in this Agreement individually as a “Party” and |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| March 21, 2025 |
Exhibit 21.1 Subsidiaries of Athena Technology Acquisition Corp. II Entity Jurisdiction Project Atlas Merger Sub Inc. Delaware |
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| March 21, 2025 |
Exhibit 19.1 ATHENA TECHNOLOGY ACQUISITION CORP. II POLICY REGARDING INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION Effective February 25, 2022 I. INTRODUCTION This Policy Regarding Insider Trading and Dissemination of Inside Information (this “Policy”) describes the policy of Athena Technology Acquisition Corp. II (the “Company”) regarding: ● the trading of securities while you are in po |
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| March 7, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| February 12, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| January 10, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 19, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock, par value $0. |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 12, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 6, 2024 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporat |
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| December 12, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 6, 2024 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporat |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 11, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| December 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, Project ATLAS Merger sub inc., and ACE GREEN RECYCLING, INC., Dated as of December 4, 2024 TABLE OF CONTENTS CONTENTS Page Article I MERGER 2 1.1 Merger 2 1.2 Merger Effective Time 3 1.3 Effect of the Merger 3 1.4 Organizational Documents 3 1.5 Directors and Officers 3 |
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| December 5, 2024 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), is by and between Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and each of the other parties set forth on the signature pages hereto (each a “Stockholder” and, t |
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| December 5, 2024 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and the undersigned holder of Company Shares (the “Holder” and, together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons who enter into a joinde |
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| December 5, 2024 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and the undersigned holder of Company Shares (the “Holder” and, together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons who enter into a joinde |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240. |
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| December 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, Project ATLAS Merger sub inc., and ACE GREEN RECYCLING, INC., Dated as of December 4, 2024 TABLE OF CONTENTS CONTENTS Page Article I MERGER 2 1.1 Merger 2 1.2 Merger Effective Time 3 1.3 Effect of the Merger 3 1.4 Organizational Documents 3 1.5 Directors and Officers 3 |
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| December 5, 2024 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), by and among Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Compan |
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| December 5, 2024 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Ace Green Recycling, Inc., a Delaware corporation (the “C |
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| December 5, 2024 |
Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company Exhibit 99.1 Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company ● Ace’s innovative modular battery recycling platform is designed to minimize battery waste and retain critical battery materials of strategic importance. ● Ace, with commercial operations in Asia, is focused on global expansion and plans to develop a flagship battery recycling plant in Te |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 5, 2024 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Ace Green Recycling, Inc., a Delaware corporation (the “C |
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| December 5, 2024 |
Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company Exhibit 99.1 Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company ● Ace’s innovative modular battery recycling platform is designed to minimize battery waste and retain critical battery materials of strategic importance. ● Ace, with commercial operations in Asia, is focused on global expansion and plans to develop a flagship battery recycling plant in Te |
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| December 5, 2024 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Holder” and together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons wh |
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| December 5, 2024 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Holder” and together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons wh |
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| December 5, 2024 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), by and among Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Compan |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 5, 2024 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), is by and between Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and each of the other parties set forth on the signature pages hereto (each a “Stockholder” and, t |
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| November 25, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY November 25, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating tha |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of ( |
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| November 22, 2024 |
November 22, 2024 Isabelle Freidheim Chief Executive Officer Athena Technology Acquisition Corp. |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 20, 2024 |
330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Mad |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 18, 2024 |
330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 330 North Wabash Avenue Tel: +1. |
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| November 15, 2024 |
November 15, 2024 Isabelle Freidheim Chief Executive Officer Athena Technology Acquisition Corp. |
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| November 14, 2024 |
ATEK / Athena Technology Acquisition Corp. II / Antara Capital LP Passive Investment SC 13G/A 1 formsc13ga-athena.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of th |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 12, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 1, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| November 1, 2024 |
Exhibit 10.1 JOINDER AGREEMENT October 30, 2024 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated December 9, 2021 (as may be amended or restated from time to time, the “Letter Agreement”), by and among Athena Technology Acquisition Corp. II (the “Company”), Athena Techno |
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| October 15, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| September 27, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 ATHENA TECHNOLOGY ACQUISITION CORP. II POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Athena Technology Acquisition Corp. II (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined in the text of this policy a |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| September 27, 2024 |
Exhibit 10.17 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 8, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 14, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 24, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY April 24, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that t |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 24, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY April 24, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that t |
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| April 22, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| March 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| March 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 12, 2024 |
ATEK / Athena Technology Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formathenasc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Athena Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2023 (Date of Event Which Require |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| February 12, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| February 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Athena Technology Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| January 9, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| December 19, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 14, 2023 |
Exhibit 2.1 MUTUAL RELEASE AGREEMENT This MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of December 13, 2023, is by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and |
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| December 14, 2023 |
Exhibit 2.1 MUTUAL RELEASE AGREEMENT This MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of December 13, 2023, is by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 11, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 8, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| October 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of September 30, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Compan |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of September 30, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Compan |
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| September 8, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| August 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| August 25, 2023 |
Exhibit 2.1 Execution Version THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| August 25, 2023 |
Exhibit 2.1 Execution Version THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| July 27, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| July 21, 2023 |
Exhibit 2.1 Execution Version SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of July 20, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 21, 2023 |
Exhibit 2.1 Execution Version SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of July 20, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 18, 2023 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com July 18, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The NYSE American certifies its approval for listing and registration of the following securities of Athena Technology Acquisition Co |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 87-2447308 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| July 17, 2023 |
Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American NEW YORK, NY July 17, 2023 – Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) today announced that it is transferring the listing of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), redeemable warrants, each ex |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| July 17, 2023 |
Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American NEW YORK, NY July 17, 2023 – Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) today announced that it is transferring the listing of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), redeemable warrants, each ex |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 20, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 20, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of June 16, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). WHEREAS, SPAC and th |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of June 16, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). WHEREAS, SPAC and th |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| June 14, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 13, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in th |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| June 14, 2023 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 14, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 14, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 13, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in th |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Commissi |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Commissi |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 25, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by Fast Company & Inc. on April 24, 2023 relating to the proposed business combination between Athena Tec |
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| April 24, 2023 |
Filed by The Air Water Company Filed by The Air Water Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Athena Technology Acquisition Corp II. |
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| April 21, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by Middle Market Information LLC on April 21, 2023 relating to the proposed business combination between |
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| April 20, 2023 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among The Air Water Company, a Cayman Islands exempted company (“Holdings”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the shareholders of Air Water Ventures Limited, a private company form |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 20, 2023 |
Form of Management Lock-Up Agreement. Exhibit 10.3 Exhibit F-2 Agreed Form FORM OF LOCK-UP AGREEMENT (MANAGEMENT HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals, each of whom is a member of management of the Company (as defined below) (each of such undersigned individuals, a “Hol |
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| April 20, 2023 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.4 Exhibit F-1 Agreed Form FORM OF LOCK-UP AGREEMENT (OTHER COMPANY HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals (each of such undersigned individuals, a “Holder” and collectively, the “Holders”). Holdings and the Holders are som |
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| April 20, 2023 |
Form of Warrant Assumption Agreement. Exhibit 10.6 Exhibit G Agreed Form ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT) This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), and Continental Stock Transfer & Trust |
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| April 20, 2023 |
Exhibit 99.2 Eshara Water Investor Presentation April 2023 2 Disclaimers Basis of Presentation These Presentation Materials are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combination among Eshara Water (“ Eshara ”), A |
