Welcome to our dedicated page for ATHENA TECHNOLOGY ACQ II SEC filings (Ticker: ATEK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings of Athena Technology Acquisition Corp. II (ATEK) provide detailed insight into its operations as a special purpose acquisition company and its progress toward completing an initial business combination. As a SPAC, ATEK’s filings focus on its capital structure, trust account, charter provisions, extension mechanisms and proposed merger transactions rather than traditional operating results.
Key documents for this company include its registration statements and proxy statements related to business combinations. A press release dated December 4, 2024 notes that Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. entered into a definitive business combination agreement. A subsequent definitive proxy statement dated August 28, 2025 explains that the parties filed a registration statement on Form S-4, which contains a preliminary proxy statement/prospectus for soliciting stockholder approval of the Proposed Business Combination and describes the merger structure in which a wholly owned subsidiary of ATEK would merge with and into Ace Green Recycling.
Filings also document how ATEK manages its deadline to complete a business combination. The August 28, 2025 proxy statement outlines a Fourth Extension Amendment to its charter, permitting monthly extensions of the outside date in exchange for sponsor-funded deposits into the trust account. Multiple Form 8-K reports dated August 11, 2025, October 7, 2025, November 4, 2025, December 8, 2025 and January 5, 2026 confirm specific deposits and one-month extensions, showing how the company uses its extension rights.
Other important filings include annual meeting proxy statements, which cover director elections and auditor ratification, and Form 12b-25 notifications of late filing, which explain when additional time is needed to complete quarterly reports. Together, these documents help investors understand the governance of Athena Technology Acquisition Corp. II, the status of its trust account and redemption rights, and the procedural steps required to close a business combination.
On this page, Stock Titan presents ATEK’s 10-K, 10-Q, 8-K, proxy statements and related forms, along with AI-powered summaries that clarify complex sections, highlight key terms of the Proposed Business Combination with Ace Green Recycling and explain the implications of extensions, redemptions and stockholder votes for SPAC investors.
Athena Technology Acquisition Corp. files an Amendment No. 4 to a Form S-4 to register the proposed business combination with Ace Green Recycling, Inc., including the issuance of New Ace Green equity and related securities in connection with a $32.0 million PIPE Investment. The Merger Agreement converts Ace Green equity into New Ace Green shares using an Exchange Ratio tied to a $250,000,000 denominator and $10.10 reference, and contemplates up to 25,500,000 Earnout Shares and up to 1,500,000 Sponsor Earnout Shares issuable based on VWAP, revenue and EBITDA targets over post-Closing performance periods. The filing discloses pro forma ownership and dilution scenarios (no redemptions to maximum redemptions) with 32,610,695 total shares outstanding in the no-redemptions case and pro forma net tangible book value per share of $3.08 (as adjusted, December 31, 2025).
The proxy/prospectus also describes Sponsor arrangements, Working Capital Loans and subscription agreements with Polar and other investors that provide extension and working capital funding, and details redemption mechanics for Athena Public Stockholders and Nasdaq listing plans for New Ace Green under symbols AGXI and AGXIW.
Athena Technology Acquisition Corp. amended its Business Combination Agreement with Ace Green to increase New Ace Green preferred stock authorization from 1,000,000 to 5,000,000 to permit issuance of a 12.0% Series A Cumulative Convertible Preferred Stock for a concurrent PIPE.
The PIPE Purchase Agreements provide for 3,333,333 Series A preferred shares convertible at an initial conversion price of $12.00 per share, 5,000,000 warrants exercisable at $12.00, and aggregate proceeds of $32,000,000. The PIPE Investors will also receive a pro rata portion of 1,000,000 common shares. Closings are expected to occur concurrently with the Business Combination, subject to customary closing conditions and a listing approval.
Athena Technology Acquisition Corp. II and Ace Green Recycling amended their business combination agreement and arranged a $32 million private investment to support their planned merger. The amendment increases New Ace Green’s authorized preferred stock from 1,000,000 to 5,000,000 shares to enable a new preferred series.
Under securities purchase agreements, PIPE investors agreed to buy 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock, convertible into New Ace Green common stock at $12.00 per share, plus warrants for 5,000,000 common shares at a $12.00 exercise price, for $32,000,000 in aggregate. Investors will also receive a pro rata portion of 1,000,000 New Ace Green common shares as additional consideration. Closing is expected concurrently with the business combination, with proceeds intended to fund the deal and Ace’s growth plans.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account to use a one-month extension option under its charter. This moves the deadline to complete its initial business combination from April 14, 2026 to May 14, 2026. The company notes this is the eighth of up to nine permitted monthly extensions.
Athena Technology Acquisition Corp. reported that on March 19, 2026 it, its sponsor and Ace Green Recycling, Inc. executed a First Amendment to the Business Combination Agreement. The amendment adds earnout provisions, permits certain financings, updates expected Board composition, revises Athena/Axe expense cap definitions and extends the Outside Date to April 30, 2026.
The amendment is filed as Exhibit 2.1 and the report includes customary forward-looking disclaimers and references to the Registration Statement on Form S-4.
Athena Technology Acquisition Corp. II entered into a First Amendment to its Business Combination Agreement with Ace Green Recycling, Inc. and its sponsor. The amendment adds earnout provisions for Ace Green stockholders at closing, allows certain Ace Green financings, updates the expected post-closing board composition, and revises the Athena and Ace Green expense cap definitions. It also extends the Outside Date for completing the business combination to April 30, 2026.
Athena Technology Acquisition Corp. filed Amendment No. 3 to a Form S-4 in connection with its proposed business combination with Ace Green Recycling, Inc., under which Project Atlas Merger Sub will merge into Ace Green and Ace Green will become a wholly owned subsidiary of Athena, to be renamed New Ace Green.
The Merger Agreement contemplates an aggregate merger consideration tied to a $250,000,000 numerator and an Exchange Ratio derived from $10.10 per share, and contemplates issuance of up to 25,500,000 Earnout Shares plus up to 1,500,000 Sponsor Earnout Shares based on post-Closing VWAP and revenue/EBITDA milestones during specified earnout periods. The filing describes sponsor holdings, private placement units, bridge and working capital promissory notes, sponsor support and side‑letter arrangements, and illustrative post-Closing ownership and valuation tables under multiple redemption scenarios.
Athena Technology Acquisition Corp. II is a SPAC with no operating business, formed to complete a merger or similar transaction. It originally raised $256,287,500 in its IPO and over-allotment and placed those funds in a trust account.
After multiple shareholder redemptions and extension payments, the trust held $297,614, or $14.41 per public share, as of December 31, 2025. As of March 6, 2026, there were 9,859,887 Class A shares outstanding, of which the sponsor and initial holders controlled about 99.7%, giving them effective voting control over any business combination.
The company entered into a Business Combination Agreement on December 4, 2024 with Ace Green Recycling, Inc., under which Ace would become a wholly owned subsidiary and its security holders would receive Athena common stock plus potential earnout shares. Athena may issue up to 10,500,000 earnout shares to Ace holders and up to 1,500,000 earnout shares to the sponsor based on stock price performance over five years.
Athena has extended its deadline several times and now has until June 14, 2026 to complete a business combination or redeem public shares for the cash in the trust, after which its warrants would expire worthless.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on March 4, 2026. This payment extends the deadline to complete its initial business combination by one month, moving the date from March 14, 2026 to April 14, 2026.
This is the company’s seventh monthly extension under its Amended and Restated Certificate of Incorporation, which permits up to nine such one-month extensions. The action gives the SPAC additional time to identify and close a business combination without liquidating.
Athena Technology Acquisition Corp. II deposited $497.74 into its trust account on February 5, 2026 to extend the deadline to complete its initial business combination. This Monthly Extension moves the date from February 14, 2026 to March 14, 2026.
The company states this is the sixth of up to nine potential one-month extensions permitted under its Amended and Restated Certificate of Incorporation, as amended. No specific business combination target or transaction terms are described in this disclosure.