Athena SPAC Seeks 9-Month Extension for Ace Green Recycling Deal

TL;DR

**ATEKW is pushing its merger deadline to June 2026, and with the sponsor controlling 96.9% of votes, this extension is a done deal, but watch for redemptions.**

AI Summary

Athena Technology Acquisition Corp. II (ATEKW) is seeking stockholder approval to extend its deadline for consummating a business combination from September 14, 2025, to June 14, 2026. This 'Fourth Extension Amendment' would allow for up to nine one-month extensions, with the Sponsor, Athena Technology Sponsor II, LLC, depositing the lesser of $25,000 or $0.02 per public share into the Trust Account for each extension. The SPAC has already entered into a business combination agreement with Ace Green Recycling, Inc. on December 4, 2024, and filed an S-4 registration statement on April 30, 2025. Management believes the extension is necessary to complete the SEC review process and hold a stockholder meeting for the Proposed Business Combination. Public stockholders have redemption rights, with an estimated per-share redemption price of approximately $11.66 as of August 21, 2025, compared to the Class A common stock's closing price of $10.00 on the OTC Pink Market on the same date. The Sponsor, holding approximately 96.9% of outstanding common stock, intends to vote in favor of the extension, ensuring its approval.

Why It Matters

This extension is critical for Athena Technology Acquisition Corp. II to finalize its proposed merger with Ace Green Recycling, Inc., preventing liquidation and preserving potential value for investors. For employees and customers of Ace Green Recycling, the successful completion of the SPAC merger could provide necessary capital for growth and operational stability. In the broader market, this filing highlights the ongoing challenges and extended timelines often faced by SPACs in completing de-SPAC transactions, especially in a competitive environment where regulatory scrutiny and market conditions can prolong the process. Investors must weigh the potential upside of the merger against the dilution risk and the opportunity cost of holding SPAC shares during an extended period.

Risk Assessment

Risk Level: medium — The risk level is medium because while the extension is highly likely to pass due to the Sponsor's 96.9% voting power, there's still a risk of significant redemptions by public stockholders. The estimated redemption price of $11.66 per share is higher than the current market price of $10.00, incentivizing redemptions and potentially reducing the capital available for the business combination. Furthermore, the IRA's 1% excise tax on redemptions adds another layer of financial consideration.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $11.66 per share against the current market price of $10.00. Those seeking a guaranteed return above market price should consider exercising their redemption rights by September 8, 2025. Long-term investors who believe in the Ace Green Recycling merger's potential should hold, but be aware of the extended timeline and potential for further delays.

Key Numbers

• 9 — Number of potential one-month extensions (Extends deadline from September 14, 2025, to June 14, 2026)
• 96.9% — Sponsor's ownership of outstanding common stock (Ensures approval of the Fourth Extension Amendment Proposal)
• $11.66 — Estimated per-share redemption price (Calculated as of August 21, 2025, offering a premium over market price)
• $10.00 — Class A common stock closing price (On OTC Pink Market as of August 21, 2025, lower than redemption price)
• September 14, 2025 — Current business combination deadline (Proposed to be extended to June 14, 2026)
• June 14, 2026 — Extended business combination deadline (New target date if all extensions are utilized)
• December 4, 2024 — Date of Business Combination Agreement (Agreement signed with Ace Green Recycling, Inc.)
• April 30, 2025 — Date S-4 filed with SEC (Registration statement for the Proposed Business Combination)
• 65% — Required vote for Fourth Extension Amendment (Of outstanding common stock for approval)
• 1% — Excise tax on redemptions (Imposed by the Inflation Reduction Act of 2022)

Key Players & Entities

• Athena Technology Acquisition Corp. II (company) — Registrant and SPAC seeking extension
• Ace Green Recycling, Inc. (company) — Target company for the Proposed Business Combination
• Athena Technology Sponsor II, LLC (company) — Sponsor, holding 96.9% of outstanding common stock
• Isabelle Freidheim (person) — Chief Executive Officer and Director of Athena Technology Acquisition Corp. II
• $25,000 (dollar_amount) — Maximum monthly deposit by Sponsor for extension
• $0.02 (dollar_amount) — Per-share monthly deposit by Sponsor for extension
• $11.66 (dollar_amount) — Estimated per-share redemption price as of August 21, 2025
• $10.00 (dollar_amount) — Closing price of Class A common stock on OTC Pink Market on August 21, 2025
• Securities and Exchange Commission (regulator) — Regulatory body reviewing the S-4 filing
• Inflation Reduction Act of 2022 (regulator) — Federal law imposing a 1% excise tax on stock repurchases

FAQ

Risk Factors

• SEC Review Process Delays [medium — regulatory]: The company is seeking an extension to complete the SEC review process for its S-4 registration statement related to the proposed business combination with Ace Green Recycling, Inc. Delays in this process could impact the ability to meet the extended deadline of June 14, 2026.
• Trust Account Depletion Risk [medium — financial]: Each one-month extension requires the Sponsor to deposit $25,000 or $0.02 per redeemable share into the Trust Account. If the business combination is not consummated by June 14, 2026, and multiple extensions are utilized, this could place a financial burden on the Sponsor and potentially impact the funds available for the business combination.
• Redemption Premium vs. Market Price [medium — market]: The estimated per-share redemption price is $11.66 as of August 21, 2025, which is higher than the Class A common stock's closing price of $10.00 on the OTC Pink Market on the same date. This discrepancy could incentivize redemptions, reducing the capital available for the business combination.
• Inflation Reduction Act Excise Tax [low — legal]: A 1% excise tax on redemptions, imposed by the Inflation Reduction Act of 2022, could impact the net proceeds available to redeeming stockholders and potentially influence redemption decisions.

Industry Context

Special Purpose Acquisition Companies (SPACs) operate in a dynamic market, often seeking targets in technology or other growth sectors. The current environment for SPACs has seen increased scrutiny regarding deal timelines and the ability to complete business combinations. Companies like Athena Technology Acquisition Corp. II are navigating regulatory reviews and market conditions to finalize their mergers.

Regulatory Implications

The primary regulatory hurdle is the SEC's review of the S-4 registration statement for the proposed business combination. Delays in this review process directly impact the SPAC's ability to meet its deadline. Additionally, the 1% excise tax on redemptions under the Inflation Reduction Act of 2022 is a relevant regulatory factor affecting SPAC transactions.

What Investors Should Do

1. Review the Fourth Extension Amendment Proposal details.
2. Evaluate redemption options.
3. Vote on the Fourth Extension Amendment Proposal.
4. Attend the virtual Special Meeting on September 10, 2025.

Key Dates

• 2025-09-10: Special Meeting of Stockholders — Stockholders will vote on the Fourth Extension Amendment Proposal and the Adjournment Proposal.
• 2025-09-14: Current Business Combination Deadline — The original deadline to consummate a business combination, which is proposed to be extended.
• 2026-06-14: Extended Business Combination Deadline — The new target date for consummating a business combination if all nine one-month extensions are utilized.
• 2024-12-04: Business Combination Agreement Signed — Agreement entered into with Ace Green Recycling, Inc. for a proposed business combination.
• 2025-04-30: S-4 Registration Statement Filed — Filed with the SEC for the proposed business combination with Ace Green Recycling, Inc.
• 2025-08-21: Record Date for Special Meeting — Determines stockholders entitled to vote at the Special Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at a shareholder meeting. (This document is the proxy statement for Athena Technology Acquisition Corp. II's special meeting.)

Trust Account

An account established by a Special Purpose Acquisition Company (SPAC) to hold the proceeds from its initial public offering (IPO) until a business combination is completed. (The Sponsor will deposit funds into this account for each extension of the business combination deadline.)

Business Combination

The acquisition, merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination involving a SPAC and one or more target businesses. (Athena Technology Acquisition Corp. II is seeking to extend its deadline to complete its business combination with Ace Green Recycling, Inc.)

Sponsor

The entity that typically organizes and finances a SPAC, often receiving founder shares and warrants in exchange for their investment and commitment. (Athena Technology Sponsor II, LLC is the sponsor and holds a significant portion of the company's stock, ensuring the approval of the extension.)

Redemption Rights

The right of public stockholders of a SPAC to redeem their shares for cash at a specified price, typically the IPO price plus accrued interest, if they do not approve of a proposed business combination or if the SPAC does not complete a business combination within a specified timeframe. (Public stockholders have redemption rights, and the estimated redemption price is higher than the current market price.)

Fourth Extension Amendment

A proposed amendment to the company's charter to extend the deadline for consummating a business combination. (This is the primary proposal being voted on at the Special Meeting.)

S-4 Registration Statement

A filing with the SEC used to register securities in connection with a business combination, such as a merger or acquisition, and which also serves as a proxy statement for shareholders. (The S-4 for the Ace Green Recycling merger is currently under SEC review, necessitating the extension.)

Year-Over-Year Comparison

This filing is primarily focused on seeking an extension for the business combination deadline, rather than reporting on operational or financial performance of Athena Technology Acquisition Corp. II itself, as it is a SPAC. Therefore, direct comparisons of revenue, margins, or net income to a previous filing are not applicable. The key changes relate to the proposed extension of the outside date from September 14, 2025, to June 14, 2026, and the associated financial commitment from the Sponsor for each monthly extension. New risks highlighted include the potential for further delays in the SEC review process and the discrepancy between the redemption price and market price.

Key Financial Figures

• $0.0001 — Class A common stock, par value $0.0001 per share (“ Class A comm
• $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
• $11 — the Trust Account will be approximately $11.66, for illustrative purpose, calculate
• $10.00 — common stock on the OTC Pink Market was $10.00. Accordingly, if the market price were
• $1.66 m — lic stockholder receiving approximately $1.66 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

• ea0252801-02.htm (DEF 14A) — 678KB
• tproxy_001.jpg (GRAPHIC) — 1181KB
• tproxy_002.jpg (GRAPHIC) — 843KB
• 0001213900-25-081392.txt ( ) — 3467KB

From the Filing

DEF 14A 1 ea0252801-02.htm PROXY STATEMENT 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))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material under § 240.14a -12 Athena Technology Acquisition Corp. II (Name of Registrant as Specified in its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   Table of Contents ATHENA TECHNOLOGY ACQUISITION CORP. II 442 5 th Avenue New York, New York 10018 NOTICE OF SPECIAL MEETING TO BE HELD ON SEPTEMBER 10, 2025 TO THE STOCKHOLDERS OF ATHENA TECHNOLOGY ACQUISITION CORP. II: You are cordially invited to attend the Special Meeting (the “ Special Meeting ”) of stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “ Company ,” “ Athena ,” “ we ,” “ us ” or “ our ”), to be held at 9:00 a.m., Eastern Time, on September 10, 2025. The Special Meeting will be held virtually, at www.virtualshareholdermeeting.com/A TEK2025SM. At the Special Meeting, the stockholders will consider and vote upon the following proposals: 1.        To amend (the “ Fourth Extension Amendment ”) the Company’s Amended and Restated Certificate of Incorporation, as amended (the “ Charter ”), to extend the date by which the Company must consummate a business combination (as defined below) (the “ Fourth Extension ”) 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 (the “ Current Outside Date ”) to June 14, 2026 (the “ Extended Date ”) provided that Athena Technology Sponsor II, LLC (the “ Sponsor ”) or its affiliates or permitted designees will deposit into the trust account (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 “ IPO ”) 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 (“ public shares ”) upon the election of each such one -month extension unless the closing of the Company’s initial business combination shall have occurred (the “ Fourth Extension Amendment Proposal ”). 2.        To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Fourth Extension Amendment Proposal, or if we determine that additional time is necessary to effectuate the Fourth Extension (the “ Adjournment Proposal ”). Each of the Fourth Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. The Special Meeting will be a virtual meeting. You will be able to attend and participate in the Special Meeting online by visiting www.virtualshareholdermeeting.com / ATEK2025SM . Please see “ Questions and Answers a bout the Special Meeting — How do I attend the Special Meeting? ” for more information. THE BOARD OF DIRECTORS OF THE COMPANY (THE “ BOARD ”) UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOURTH EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL. On December 4, 2024, the Company announced that it had e

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