Athena Tech II Files 8-K on Corporate Changes
Ticker: ATEKW · Form: 8-K · Filed: Sep 12, 2025 · CIK: 1882198
Sentiment: neutral
Topics: corporate-governance, filing-update
TL;DR
Athena Tech II filed an 8-K detailing corporate changes and shareholder votes.
AI Summary
Athena Technology Acquisition Corp. II filed an 8-K on September 12, 2025, reporting on events that occurred on September 10, 2025. The filing indicates amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. It also includes financial statements and exhibits.
Why It Matters
This filing signals potential corporate restructuring or significant shareholder votes for Athena Technology Acquisition Corp. II, which could impact its future direction and investor value.
Risk Assessment
Risk Level: low — The filing is a routine corporate disclosure and does not immediately indicate significant financial distress or major negative events.
Key Numbers
- 001-41144 — SEC File Number (Identifier for the company's filings)
- 87-2447308 — IRS Employer Identification No. (Company tax identification number)
Key Players & Entities
- Athena Technology Acquisition Corp. II (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- New York (location) — Principal executive offices city
FAQ
What specific amendments were made to Athena Technology Acquisition Corp. II's articles of incorporation or bylaws?
The filing indicates amendments were made, but the specific details of these amendments are not provided in the summary text.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote, but the nature of these matters is not detailed in the provided text.
What were the 'Other Events' reported by Athena Technology Acquisition Corp. II?
The filing mentions 'Other Events' but does not specify what these events entail in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on September 10, 2025.
What is the principal executive office address for Athena Technology Acquisition Corp. II?
The principal executive office address is 442 5th Avenue, New York, NY 10018.
Filing Stats: 977 words · 4 min read · ~3 pages · Grade level 11.8 · Accepted 2025-09-12 17:21:34
Key Financial Figures
- $0.0001 — nits of Class A common stock, par value $0.0001 per share ("Class A Common Stock") and
- $25,000 — Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A
- $0.02 — Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock
- $3,335,294.38 — unds in the trust account. As a result, $3,335,294.38 (approximately $11.69 per share) will b
- $11.69 — a result, $3,335,294.38 (approximately $11.69 per share) will be withdrawn from the t
- $497.74 — 025, the Company caused to be deposited $497.74 into the trust account allowing the Com
Filing Documents
- ea0256505-8k_athena2.htm (8-K) — 31KB
- ea025650501ex3-1_athena2.htm (EX-3.1) — 9KB
- 0001213900-25-087289.txt ( ) — 203KB
- atek-20250910.xsd (EX-101.SCH) — 3KB
- atek-20250910_lab.xml (EX-101.LAB) — 33KB
- atek-20250910_pre.xml (EX-101.PRE) — 22KB
- ea0256505-8k_athena2_htm.xml (XML) — 3KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the "Company"), at its special meeting of stockholders held on September 10, 2025 (the "Extension Special Meeting"), the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Charter"), with the Secretary of State of the State of Delaware (the "Amendment"). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from September 14, 2025 to June 14, 2026 provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company's initial public offering of units of Class A common stock, par value $0.0001 per share ("Class A Common Stock") and warrants to purchase shares of Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock issued and outstanding that is subject to redemption and that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company's initial business combination shall have occurred. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
07 Submission
Item 5.07 Submission of Matters to a Vote of Security Holders. On September 10, 2025, the Company held the Extension Special Meeting virtually via live webcast . As of the close of business on August 21, 2025, the record date for the Extension Special Meeting, there were 10,145,156 shares of Class A Common Stock outstanding, each of which was entitled to one vote per share with respect to the proposals brought before the Extension Special Meeting. A total of 10,081,190 shares of Class A Common Stock, representing 99.36% of the outstanding shares of Class A Common Stock entitled to vote at the Extension Special Meeting, were present in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the Extension Special Meeting, each of which is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 28, 2025. Proposal 1 — Approval to amend the Charter to extend the date by which the Company must consummate a business combination from September 14, 2025 to up to June 14, 2026, subject to certain requirements. Votes For Votes Against Votes Abstained Broker Non-Votes 10,081,170 20 0 0 Based on the foregoing votes, the stockholders approved the Amendment to the Charter. Stockholders holding 285,269 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $3,335,294.38 (approximately $11.69 per share) will be withdrawn from the trust account to pay such redeeming holders.
01. Other Events
Item 8.01. Other Events. On September 12, 2025, the Company caused to be deposited $497.74 into the trust account allowing the Company to extend the period of time it has to consummate its initial business combination by one month from September 14, 2025 to October 14, 2025 (the "Monthly Extension"). The Monthly Extension is the first of up to nine potential monthly extensions permitted under the Company's Charter, as amended by the Amendment described under Item 5.03 above.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 12, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II By: /s/ Isabelle Freidheim Name: Isabelle Freidheim Title: Chief Executive Officer 2