Athena Tech II Enters Material Definitive Agreement

TL;DR

Athena Tech II signed a big deal, details TBD.

AI Summary

Athena Technology Acquisition Corp. II announced on December 4, 2024, that it has entered into a material definitive agreement. The filing does not disclose the specific counterparty or the nature of the agreement, but it is classified under 'Entry into a Material Definitive Agreement' and 'Regulation FD Disclosure'.

Why It Matters

This filing indicates a significant development for Athena Technology Acquisition Corp. II, potentially signaling a merger, acquisition, or other material business transaction that could impact its shareholders.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty and potential risk for investors.

Key Players & Entities

• Athena Technology Acquisition Corp. II (company) — Registrant
• December 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — rican Class A Common Stock, par value $0.0001 per share ATEK NYSE American Rede
• $11.50 — mon Stock, each at an exercise price of $11.50 per share ATEK WS NYSE American I
• $7,500,000 — nnection with the Merger being at least $7,500,000. Conditions to the Obligations of the
• $5,000 — nation, Athena shall pay to the Company $5,000, if Athena is the terminating party, or
• $150,000 — rty, or the Company shall pay to Athena $150,000, if the Company is the terminating Part

Filing Documents

• ea0223406-8k425_athena2.htm (8-K) — 102KB
• ea022340601ex2-1_athena2.htm (EX-2.1) — 788KB
• ea022340601ex10-1_athena2.htm (EX-10.1) — 60KB
• ea022340601ex10-2_athena2.htm (EX-10.2) — 59KB
• ea022340601ex10-3_athena2.htm (EX-10.3) — 30KB
• ea022340601ex10-4_athena2.htm (EX-10.4) — 27KB
• ea022340601ex10-5_athena2.htm (EX-10.5) — 125KB
• ea022340601ex99-1_athena2.htm (EX-99.1) — 36KB
• 0001213900-24-105756.txt ( ) — 1698KB
• atek-20241204.xsd (EX-101.SCH) — 4KB
• atek-20241204_def.xml (EX-101.DEF) — 27KB
• atek-20241204_lab.xml (EX-101.LAB) — 37KB
• atek-20241204_pre.xml (EX-101.PRE) — 25KB
• ea0223406-8k425_athena2_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Business Combination Agreement On December 4, 2024, Athena Technology Acquisition Corp. II, a Delaware corporation (" Athena "), Athena Technology Sponsor II, LLC, a Delaware limited liability company (" Sponsor "), Ace Green Recycling, Inc., a Delaware corporation (the " Company ") and Project Atlas Merger Sub Inc., a Delaware corporation (" Merger Sub "), entered into a Business Combination Agreement (the " Business Combination Agreement "), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Athena and the security holders of the Company becoming security holders of Athena and (b) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (together with the Merger, the " Transactions "). Unless otherwise indicated, capitalized terms used but not defined in this Current Report on Form 8-K (this " Report ") have the respective meanings given to them in the Business Combination Agreement. References herein to "Athena" shall refer to Athena Technology Acquisition Corp. II for all periods prior to completion of the Merger and to Athena, as the surviving company, for all periods after completion of the Merger. At the effective time of the Merger, each outstanding share of common stock of the Company (other than any Excluded Shares and Dissenting Shares) shall be converted into the right to receive (i) a number of shares of Athena common stock equal to the Exchange Ratio and (ii) a pro rata portion of any Earnout Shares that Athena is obligated to issue pursuant to the terms of the Business Combination Agreement. The Business Combination Agreement,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Furnished herewith as Exhibit 99.1 is the press release jointly issued by Athena and the Company announcing their entry into the Business Combination Agreement. The information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements Certain statements made herein are not historical facts but may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the anticipation that the Transactions will occur and Athena's securities will be listed on Nasdaq, the ability of the parties to successfully consummate the Transactions and any other statements that are not historical facts. These statements are based on the current expectations of Athena's and/or the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Athena and the Company. These statements are subject to a number of risks and uncertainties regarding the Company's business and the Transactions, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Transac

View Full Filing

View this 8-K filing on SEC EDGAR