Athena Technology Acquisition Corp. II

Overview

Athena Technology Acquisition Corp. II is a Delaware-domiciled special purpose acquisition company (SPAC) formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses. The company does not currently have operations or revenues.

Business model and target focus

• Primary objective: Identify and complete an initial business combination funded by IPO proceeds, private placement units, and potential debt or equity financings.
• Target industries: Fintech, enterprise, deep tech and health-tech, with preference for companies that have strong customer relationships and differentiated market insight.
• Evaluation criteria: Targets will be screened for ability to benefit from management and advisors, proprietary sourcing, committed management teams, potential for inorganic growth, and attractiveness of returns to stockholders. The 80% fair market value test will apply for determining qualifying targets, with independent valuation opinions obtained when appropriate.

Governance and conflicts

• Some directors and officers may have pre-existing fiduciary obligations or founder/shareholder interests that create conflicts. The company has a framework to address conflicts, including renunciation of corporate opportunities unless offered in a specified capacity.
• Sponsor and certain initial stockholders have agreed to vote their shares in favor of an initial business combination and are subject to transfer restrictions and lock-up arrangements.

Redemption mechanics

• Public stockholders can redeem their shares for cash at the time of the initial business combination, through a vote or tender offer under defined procedures.
• The company may require minimum cash at closing or use financing mechanisms to satisfy minimum cash requirements.

Financial snapshot and liquidity

• Trust Account: $256,287,500 was placed in the Trust Account at the outset.
• As of December 31, 2025: Trust Account balance was $297,614, including $110,291 of interest income available for a business combination. There were no restricted cash and cash equivalents at that date.
• Redemption value: Per-share redemption amount was $14.41 per public share based on the December 31, 2025 figures.
• Outside-the-Trust funds: Approximately $1.45 million of working capital outside the Trust was available at IPO; this amount was extinguished as of December 31, 2025. That working capital had been intended to fund pre-combination expenses.
• Operating results: The company has generated no operating revenues or operating income to date.
• Personnel: The company has three executive officers and does not intend to maintain full-time employees prior to completing a business combination. Officer time commitments are contingent on the stage of the business combination process.

Market listing, corporate status, and deadlines

• Market history: Listed securities moved from NYSE to NYSE American in 2023 and were delisted from NYSE American in December 2024. The company’s securities currently trade on OTC Markets under symbols ATEK (Class A common stock), ATEK.U (Units), and ATEK WS (Warrants).
• Reporting status: The company is an emerging growth company and a smaller reporting company and therefore qualifies for certain SEC exemptions.
• Business combination deadline: The company must complete an initial business combination by June 14, 2026. If it fails to do so, the company will redeem public shares and liquidate the Trust Account, with possible liquidation distributions to stockholders.
• Extensions: The charter allows for multiple one-month extensions funded by deposits to the Trust Account. The charter also allows conversion of Class B founder shares to Class A shares and redemption mechanics tied to extensions.

Proposed business combination with Ace Green Recycling

• Target: Ace Green Recycling, Inc., a Delaware corporation.
• Transaction structure: Athena would merge Merger Sub into Ace Green Recycling, resulting in Ace Green Recycling becoming a wholly owned subsidiary of Athena following the merger.
• Earnout structure: Up to 10,500,000 Earnout Shares may be issued to Ace Green Recycling shareholders and up to 1,500,000 Earnout Shares to the Sponsor, contingent on Athena’s stock price performance over five years post-closing.
• Exchange terms: Ace Green Recycling shareholders would receive Athena equity on an exchange-ratio basis and their pro rata share of any earned Earnout Shares.
• Support and lock-ups: Sponsor Support Agreement and Ace Green Recycling Support Agreement require Sponsor and certain shareholders to vote in favor of the transaction and to comply with transfer restrictions. Lock-ups prevent transfers for 180 days post-closing, subject to certain exceptions.
• Registration rights: A New Registration Rights Agreement would provide shelf registration rights for Registrable Securities and customary “piggyback” registration rights, indemnification provisions, and payment of related expenses.
• Closing conditions: The Business Combination Agreement includes customary closing conditions, including listing of the post-merger company on Nasdaq or another specified exchange.

Ownership and control

• As of March 6, 2026, initial stockholders held 8,881,250 shares of Class A common stock and 953,750 shares underlying private placement units, representing approximately 99.7% of the outstanding Class A common stock.
• The Sponsor and management have agreed to vote founder shares and private placement shares (and any public shares they acquire) in favor of the business combination.
• Quorum and voting thresholds are structured so that the affirmative votes of the initial stockholders have substantial influence over approval of the transaction.

Customers, revenue, and target financials

• Revenue and income to date: $0 in operating revenues and $0 in operating income to date.
• Target financials: The company expects to provide audited target financial statements for proxy or tender materials in connection with a potential business combination. Target financials may be prepared in accordance with GAAP or IFRS and may require PCAOB auditing depending on the circumstances.

Risks and other matters

• Competitive and market risks: The company faces competition from other SPACs and traditional acquirers. Market conditions, redemptions and capital constraints could affect the ability to complete a favorable business combination.
• Liabilities and protections: The company includes indemnification provisions for sponsors, officers and directors and has discussed potential recovery actions to preserve Trust Account funds, subject to applicable conditions and sponsor capacity.
• Risk disclosures: The company discloses risks including delisting risk, the ability to complete a favorable transaction, and reliance on the Trust Account for redemptions and transaction funding.

Summary

Athena Technology Acquisition Corp. II is a non-operating SPAC focused on identifying one or more business combinations, primarily in fintech, enterprise, deep tech and health-tech. Its principal assets are cash and Trust Account investments. The company is pursuing a proposed merger with Ace Green Recycling under a detailed Business Combination Agreement that includes earnout shares, sponsor and target support agreements, lock-ups, registration rights and customary closing conditions. As of December 31, 2025, the Trust Account balance was $297,614 (including $110,291 of interest income), per-share redemption value was $14.41, and ownership of Class A shares is concentrated in the initial stockholders (approximately 99.7%). The company must complete a business combination by June 14, 2026, subject to the charter’s extension mechanisms.