Ace Green Recycling Amends S-4/A, Reveals Director Nominees for Merger

TL;DR

**Ace Green Recycling's S-4/A signals merger progress and new board members, watch for deal completion.**

AI Summary

Ace Green Recycling, Inc. (CIK 0002065462) filed an S-4/A on March 24, 2026, which is an amendment to a registration statement for a business combination. This filing includes consents from several director nominees, such as Richard Goldberg, Otto C. Schwethelm, Carolyn Trabuco, and Jeanine Wright, indicating the formation of a new board for the combined entity. This matters to investors because it signals progress in the merger process with Athena Technology Acquisition Corp. II (CIK 0001882198) and provides insight into the future leadership of the company, which can impact its strategic direction and performance.

Why It Matters

This filing shows the merger between Ace Green Recycling and Athena Technology Acquisition Corp. II is moving forward, with key leadership roles being established for the combined company. The quality of the new board members can significantly influence the company's future success and investor confidence.

Risk Assessment

Risk Level: medium — While the filing shows progress, the merger is not yet complete, and there are inherent risks in integrating two companies and executing on post-merger plans.

Analyst Insight

A smart investor would monitor further updates on the merger completion and research the backgrounds of the proposed director nominees to assess the future leadership's potential impact on the combined company's strategy and performance.

Key Numbers

• 0002065462 — Ace Green Recycling CIK (Unique identifier for Ace Green Recycling, Inc.)
• 0001882198 — Athena Technology Acquisition Corp. II CIK (Unique identifier for Athena Technology Acquisition Corp. II)
• 333-286836 — File No. (Registration statement file number for the business combination)

Key Players & Entities

• Ace Green Recycling, Inc. (company) — Filer in a business combination
• Athena Technology Acquisition Corp. II (company) — Filer in a business combination
• Richard Goldberg (person) — Director nominee for New Ace Green
• Otto C. Schwethelm (person) — Director nominee for New Ace Green
• Carolyn Trabuco (person) — Anticipated Director of New Ace Green
• Jeanine Wright (person) — Director nominee for New Ace Green
• March 24, 2026 (date) — Filing Date

Forward-Looking Statements

• The business combination between Ace Green Recycling, Inc. and Athena Technology Acquisition Corp. II will likely proceed to completion. (Ace Green Recycling, Inc. and Athena Technology Acquisition Corp. II) — medium confidence, target: 2026-12-31
• The newly formed board, including the named nominees, will be officially appointed upon the closing of the merger. (Richard Goldberg, Otto C. Schwethelm, Carolyn Trabuco, Jeanine Wright) — high confidence, target: 2026-12-31

FAQ

Key Financial Figures

• $0.0001 — re of Ace Green common stock, par value $0.0001 per share (the " Ace Green Common Stock
• $250,000,000 — to the quotient of (a) the quotient of $250,000,000 divided by $10.10 divided by (b) the nu
• $10.10 — the quotient of $250,000,000 divided by $10.10 divided by (b) the number of shares of
• $15.00 — ce Green Common Stock equals or exceeds $15.00 per share for any 20 trading days withi
• $20.00 — ce Green Common Stock equals or exceeds $20.00 per share for any 20 trading days withi
• $25.00 — ce Green Common Stock equals or exceeds $25.00 per share for any 20 trading days withi
• $75,000,000 — financial statements, equals or exceeds $75,000,000; New Ace Green's EBITDA for the five f
• $50,000,000 — wing the Closing Date equals or exceeds $50,000,000; during the Adjusted Earnout Period, t
• $25,000 — ares for an aggregate purchase price of $25,000, and in November 2021, Athena effected
• $10.00 — te Placement Warrants "), at a price of $10.00 per Private Placement Unit in a private
• $9,500,000 — generating gross proceeds to Athena of $9,500,000. Simultaneously with the exercise of th
• $37,500 — ment Unit, generating gross proceeds of $37,500. On August 31, 2021, Athena issued a p
• $300,000 — up to an aggregate principal amount of $300,000. The IPO Note was non -interest bearing
• $104,402 — offering (the " IPO "). Athena borrowed $104,402 under the IPO Note, all of which was re
• $1.5 million — , or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be co

Filing Documents

• ea0237057-06.htm (S-4/A) — 18491KB
• ea023705706ex8-2.htm (EX-8.2) — 21KB
• ea023705706ex23-2.htm (EX-23.2) — 3KB
• ea023705706ex23-3.htm (EX-23.3) — 2KB
• ea023705706ex23-4.htm (EX-23.4) — 2KB
• ea023705706ex23-8.htm (EX-23.8) — 3KB
• ea023705706ex23-9.htm (EX-23.9) — 3KB
• ea023705706ex23-10.htm (EX-23.10) — 4KB
• ea023705706ex23-11.htm (EX-23.11) — 4KB
• timage_001.jpg (GRAPHIC) — 513KB
• timage_002.jpg (GRAPHIC) — 618KB
• timage_003.jpg (GRAPHIC) — 572KB
• ea023705706_ex8-2img1.jpg (GRAPHIC) — 8KB
• ea023705706_ex8-2img2.jpg (GRAPHIC) — 1KB
• ea023705706_ex8-2img3.jpg (GRAPHIC) — 11KB
• ea023705706_ex8-2img4.jpg (GRAPHIC) — 5KB
• ea023705706_ex23-2img1.jpg (GRAPHIC) — 24KB
• ea023705706_ex23-2img2.jpg (GRAPHIC) — 38KB
• 0001213900-26-033658.txt ( ) — 30454KB
• atek-20251231.xsd (EX-101.SCH) — 60KB
• atek-20251231_cal.xml (EX-101.CAL) — 32KB
• atek-20251231_def.xml (EX-101.DEF) — 285KB
• atek-20251231_lab.xml (EX-101.LAB) — 504KB
• atek-20251231_pre.xml (EX-101.PRE) — 299KB
• ea0237057-06_htm.xml (XML) — 1546KB

From the Filing

As filed with the Securities and Exchange Commission on March 24, 2026. Registration Statement No. 333-286836 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 –––––––––––––––––––– ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) For Co-Registrants, see "Table of Co-Registrants" on the following page. –––––––––––––––––––– Delaware 6770 87-2447308 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 442 5 th Avenue New York, NY 10018 Telephone: (970) 925-1572 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) –––––––––––––––––––– Isabelle Freidheim Chief Executive Officer 442 5 th Avenue New York, NY 10018 Telephone: (970) 925 -1572 (Name, address, including zip code, and telephone number, including area code, of agent for service) –––––––––––––––––––– Copies to: Peyton Worley Scott W. Westhoff Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 Joseph M. Lucosky Victoria Baylin Lucosky Brookman LLP 101 Wood Avenue South 5 th Floor Woodbridge, NJ 08830 (732) 395 -4400 –––––––––––––––––––– Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus. If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Registrant and Co-Registrant: Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) The Registrant and Co -Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co -Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents TABLE OF CO-REGISTRANTS Exact Name of Co-Registrant as Specified in its Charter (1)(2) Jurisdiction of Incorporation or Organization Primary Standard Industrial Classification Code Number I.R.S. Employer Identification Number Ace Green Recycling, Inc. Delaware 3341 86 -2478384 ____________ (1) The Co -Registrant has the following principal executive office: 1001 West Loop South Suite #635 Houston, Texas 77027 Telephone: (281) 217 -4431 (2) The agent for service for the Co -Registrant is: Nishchay Chadha Chief Executive Officer 1001 West Loop South Suite #635 Houston, Texas 77027 Telephone: (281) 352 -5998 Table of Contents The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not

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