Athena Technology Acquisition Corp. II Files Definitive Proxy Statement

TL;DR

Athena Tech II filed its proxy statement for the Dec 10 meeting. Shareholders vote soon.

AI Summary

Athena Technology Acquisition Corp. II filed a definitive proxy statement on November 21, 2024, for its annual meeting on December 10, 2024. The company, incorporated in Delaware, is a blank check company focused on the real estate and construction sector. No filing fee was required for this statement.

Why It Matters

This filing provides shareholders with crucial information regarding the upcoming annual meeting, allowing them to make informed decisions about company matters and vote accordingly.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting, not indicating any immediate financial distress or significant operational changes.

Key Numbers

• DEF 14A — Filing Type (Definitive Proxy Statement)

Key Players & Entities

• Athena Technology Acquisition Corp. II (company) — Registrant
• 0001213900-24-101068 (filing_id) — Accession Number
• 20241121 (date) — Filing Date
• 20241210 (date) — Meeting Date

FAQ

Key Financial Figures

• $0.001 — Class A common stock, par value $0.001 per shares (“ Class A Com
• $25,000 — IPO ”) the lesser of (a) $25,000 and (b) $0.02 for each share of
• $0.02 — er of (a) $25,000 and (b) $0.02 for each share of Class A Common
• $0.0001 — res of our Class A Common Stock, $0.0001 par value per share, as of the close of
• $15,106,488.31 — ithdrawal may be only a fraction of the $15,106,488.31 (including interest, but less the funds
• $11 — the Trust Account will be approximately $11.73, for illustrative purposes, calculat
• $11.72 — he “ NYSE American ”) was $11.72. Accordingly, if the market price were
• $0.01 m — lic stockholder receiving approximately $0.01 more than if such stockholder sold the pu
• $100,000 — s payable and after setting aside up to $100,000 to pay dissolution expenses), divided b

Filing Documents

• ea0219481-05.htm (DEF 14A) — 936KB
• tarrow_001.jpg (GRAPHIC) — 4KB
• tproxy_001.jpg (GRAPHIC) — 1297KB
• tproxy_002.jpg (GRAPHIC) — 869KB
• 0001213900-24-101068.txt ( ) — 3927KB

RISK FACTORS

RISK FACTORS   22 PROPOSALS TO BE VOTED ON   26 Proposal 1: Election of Directors   26 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm   30 Proposal 3: The Third Extension Amendment Proposal   30 Proposal 4: The Adjournment Proposal   45 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS   47 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS   48 EXECUTIVE OFFICERS   49 CORPORATE GOVERNANCE   50 General   50 Board Composition   50 Director Independence   50 Executive Sessions   50 Director Candidates   50 Communications With the Board   51 Board Leadership Structure and Role in Risk Oversight   51 Code of Ethics   51 Anti-Hedging Policy   51 Attendance by Members of the Board of Directors at Meetings   52 Director Attendance at Annual Meeting of Stockholders   52 COMMITTEES OF THE BOARD   53 Audit Committee   53 Compensation Committee   54 Nominating and Corporate Governance Committee   55 EXECUTIVE AND DIRECTOR COMPENSATION   56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   57 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   58 STOCKHOLDERS’ PROPOSALS   61 OTHER MATTERS   61 SOLICITATION OF PROXIES   61 ATHENA’S ANNUAL REPORT ON FORM 10-K   63 ANNEX A — PROPOSED CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED   A-1 iii Table of Contents PROXY STATEMENT — DATED NOVEMBER 21, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II 442 5 th Avenue New York, New York 10018 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 10, 2024 This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “ Board ”) of Athena Technology Acquisition Corp. II of proxies to be voted at our 2024 Annual Meeting of Stockholders to be held on Tuesday, December 10, 2024 (the “ Annual Meeting ”), at 12:30 p.m. (Eastern Time), and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com / ATEK2024 and entering your 16 -digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Holders of record of shares of our Class A Common Stock, $0.0001 par value per share, as of the close of business on November 18, 2024 (the “ Record Date ”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 11,122,781

View Full Filing

View this DEF 14A filing on SEC EDGAR