基本统计
| LEI | 5493008CK2CE7TGDP465 |
| CIK | 1882198 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Athena Technology Acquisition Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant
SEC Filings (Chronological Order)
本页提供了美国证券交易委员会（SEC）备案的完整、按时间顺序排列的列表，不包括我们在其他地方提供的所有权备案。
| August 28, 2025 |
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)) ☒ Defin |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| August 19, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 11, 2025 (the “Effective Date”), by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporation (the “SPAC”) |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 13, 2025 |
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)) ☐ Defin |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| July 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 19, 2025 |
Exhibit 99.1 An IP - driven battery recycling technology company May 2025 Ace Green Recycling, Inc. This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisition Corp. II (“Athena”) has entered into a business combination agreement to consummate a business combination (the “Business Combination”), and other matters that are forward |
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| May 19, 2025 |
Exhibit 99.1 An IP - driven battery recycling technology company May 2025 Ace Green Recycling, Inc. This presentation contains statements regarding Ace Green Recycling, Inc. (“Ace Green”), with whom Athena Technology Acquisition Corp. II (“Athena”) has entered into a business combination agreement to consummate a business combination (the “Business Combination”), and other matters that are forward |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpo |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025. As filed with the Securities and Exchange Commission on April 29, 2025. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 –––––––––––––––––––– 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 |
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| April 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) ATHENA TECHNOLOGY ACQUISITION CORP. |
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| April 8, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| March 21, 2025 |
Exhibit 19.1 ATHENA TECHNOLOGY ACQUISITION CORP. II POLICY REGARDING INSIDER TRADING AND DISSEMINATION OF INSIDE INFORMATION Effective February 25, 2022 I. INTRODUCTION This Policy Regarding Insider Trading and Dissemination of Inside Information (this “Policy”) describes the policy of Athena Technology Acquisition Corp. II (the “Company”) regarding: ● the trading of securities while you are in po |
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| March 21, 2025 |
Exhibit 21.1 Subsidiaries of Athena Technology Acquisition Corp. II Entity Jurisdiction Project Atlas Merger Sub Inc. Delaware |
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| March 21, 2025 |
Exhibit 10.18 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of February 9, 2025 (the “Effective Date”), is made by and between the investor listed on the signature page hereto (the “Investor”), and Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”). Investor and Sponsor are referred to in this Agreement individually as a “Party” and |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| March 7, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| February 12, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| February 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| January 10, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 19, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock, par value $0. |
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| December 12, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 6, 2024 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporat |
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| December 12, 2024 |
Exhibit 10.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 6, 2024 (the “Effective Date”), is made by and between Polar Multi-Strategy Master Fund (the “Investor”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Athena Technology Acquisition Corp II., a Delaware Corporat |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 11, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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. |
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| December 5, 2024 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Ace Green Recycling, Inc., a Delaware corporation (the “C |
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| December 5, 2024 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), is by and between Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and each of the other parties set forth on the signature pages hereto (each a “Stockholder” and, t |
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| December 5, 2024 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), by and among Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Compan |
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| December 5, 2024 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and the undersigned holder of Company Shares (the “Holder” and, together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons who enter into a joinde |
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| December 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, Project ATLAS Merger sub inc., and ACE GREEN RECYCLING, INC., Dated as of December 4, 2024 TABLE OF CONTENTS CONTENTS Page Article I MERGER 2 1.1 Merger 2 1.2 Merger Effective Time 3 1.3 Effect of the Merger 3 1.4 Organizational Documents 3 1.5 Directors and Officers 3 |
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| December 5, 2024 |
Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company Exhibit 99.1 Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company ● Ace’s innovative modular battery recycling platform is designed to minimize battery waste and retain critical battery materials of strategic importance. ● Ace, with commercial operations in Asia, is focused on global expansion and plans to develop a flagship battery recycling plant in Te |
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| December 5, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, Project ATLAS Merger sub inc., and ACE GREEN RECYCLING, INC., Dated as of December 4, 2024 TABLE OF CONTENTS CONTENTS Page Article I MERGER 2 1.1 Merger 2 1.2 Merger Effective Time 3 1.3 Effect of the Merger 3 1.4 Organizational Documents 3 1.5 Directors and Officers 3 |
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| December 5, 2024 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Holder” and together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons wh |
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| December 5, 2024 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), by and among Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”). The Compan |
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| December 5, 2024 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.3 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and the undersigned holder of Company Shares (the “Holder” and, together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons who enter into a joinde |
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| December 5, 2024 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, is made and entered into as of December 4, 2024 (this “Agreement”), is by and between Ace Green Recycling, Inc., a Delaware corporation (the “Company”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”) and each of the other parties set forth on the signature pages hereto (each a “Stockholder” and, t |
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| December 5, 2024 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and the shareholders of Ace Green Recycling, Inc., a Delaware corporation (the “C |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 5, 2024 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.4 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Holder” and together with SPAC, the “Parties”). For all purposes of this Agreement, “Holder” includes the other persons wh |
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| December 5, 2024 |
Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company Exhibit 99.1 Ace Green Recycling, a Global Leader in Battery Recycling Technology, to Become a Public Company ● Ace’s innovative modular battery recycling platform is designed to minimize battery waste and retain critical battery materials of strategic importance. ● Ace, with commercial operations in Asia, is focused on global expansion and plans to develop a flagship battery recycling plant in Te |
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| November 25, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY November 25, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating tha |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of ( |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 20, 2024 |
330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Mad |
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| November 18, 2024 |
330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 330 North Wabash Avenue Tel: +1. |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 14, 2024 |
ATEK / Athena Technology Acquisition Corp. II / Antara Capital LP Passive Investment SC 13G/A 1 formsc13ga-athena.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of th |
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| November 12, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 1, 2024 |
Exhibit 10.1 JOINDER AGREEMENT October 30, 2024 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated December 9, 2021 (as may be amended or restated from time to time, the “Letter Agreement”), by and among Athena Technology Acquisition Corp. II (the “Company”), Athena Techno |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| November 1, 2024 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| October 15, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| September 27, 2024 |
Exhibit 10.17 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| September 27, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation Exhibit 97.1 ATHENA TECHNOLOGY ACQUISITION CORP. II POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Athena Technology Acquisition Corp. II (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined in the text of this policy a |
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| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 8, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 14, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| April 24, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY April 24, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that t |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 24, 2024 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Receipt of Notice of Non-Compliance with NYSE American Continued Listing Requirements NEW YORK, NY April 24, 2024 – Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that t |
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| April 22, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| March 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| March 18, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| February 23, 2024 |
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)) ☒ Defin |
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| February 13, 2024 |
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)) ☐ Defin |
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| February 12, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| February 12, 2024 |
ATEK / Athena Technology Acquisition Corp. II / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formathenasc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Athena Technology Acquisition Corp. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2023 (Date of Event Which Require |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| February 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Athena Technology Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| January 9, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| December 19, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 14, 2023 |
Exhibit 2.1 MUTUAL RELEASE AGREEMENT This MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of December 13, 2023, is by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 14, 2023 |
Exhibit 2.1 MUTUAL RELEASE AGREEMENT This MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of December 13, 2023, is by and among Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Athena Technology Sponsor II, LLC (“Sponsor”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), Project Hydro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| December 11, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| November 8, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of in |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| October 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of September 30, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Compan |
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| October 5, 2023 |
Exhibit 2.1 Execution Version FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Fourth Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of September 30, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Compan |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of |
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| September 8, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of i |
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| August 25, 2023 |
Exhibit 2.1 Execution Version THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| August 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| August 25, 2023 |
Exhibit 2.1 Execution Version THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Third Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of August 22, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| August 25, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inc |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| August 9, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| July 27, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 21, 2023 |
Exhibit 2.1 Execution Version SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of July 20, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| July 21, 2023 |
Exhibit 2.1 Execution Version SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of July 20, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). |
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| July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Technology Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 87-2447308 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| July 17, 2023 |
Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American NEW YORK, NY July 17, 2023 – Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) today announced that it is transferring the listing of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), redeemable warrants, each ex |
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| July 17, 2023 |
Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Transfer of Listed Securities to the NYSE American NEW YORK, NY July 17, 2023 – Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (“ATEK” or the “Company”) today announced that it is transferring the listing of its Class A common stock, par value $0.0001 per share (“Class A Common Stock”), redeemable warrants, each ex |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorp |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of June 16, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). WHEREAS, SPAC and th |
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| June 20, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 20, 2023 |
Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of June 16, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “Company”). WHEREAS, SPAC and th |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incor |
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| June 20, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 14, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 13, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in th |
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| June 14, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| June 14, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 13, 2023, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in th |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of (Comm |
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| June 14, 2023 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corpora |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Commissi |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction (Commissi |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| May 16, 2023 |
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)) ☒ Defin |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio |
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| May 4, 2023 |
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)) ☐ Defin |
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| April 25, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by Fast Company & Inc. on April 24, 2023 relating to the proposed business combination between Athena Tec |
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| April 24, 2023 |
Filed by The Air Water Company Filed by The Air Water Company Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Athena Technology Acquisition Corp II. |
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| April 21, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by Middle Market Information LLC on April 21, 2023 relating to the proposed business combination between |
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| April 20, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, air water ventures lTD, Project Hydro Merger sub inc., THE AIR WATER COMPANY, and THE COMPANY shareholderS Dated as of April 19, 2023 TABLE OF CONTENTS CONTENTS Page Article I MERGER 3 1.1 Merger 3 1.2 Merger Effective Time 3 1.3 Effect of the Merger |
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| April 20, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by The Spoon on April 20, 2023 relating to the proposed business combination between Athena Technology Ac |
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| April 20, 2023 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.4 Exhibit F-1 Agreed Form FORM OF LOCK-UP AGREEMENT (OTHER COMPANY HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals (each of such undersigned individuals, a “Holder” and collectively, the “Holders”). Holdings and the Holders are som |
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| April 20, 2023 |
Exhibit 99.1 Air Water Ventures Ltd. to Go Public Through Business Combination with Athena Technology Acquisition Corp. II ● Air Water Ventures is a first mover in direct air-to-water technology ● Parties will seek to raise up to $60 million in PIPE financing in connection with the transaction ● All existing Air Water Ventures investors to roll their equity into a combined company ● Combined compa |
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| April 20, 2023 |
Exhibit 10.1 Exhibit A Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 19, 2023, by and among Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Air Water Ventures Ltd, a private company formed under the laws of En |
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| April 20, 2023 |
Form of Warrant Assumption Agreement. Exhibit 10.6 Exhibit G Agreed Form ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT) This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), and Continental Stock Transfer & Trust |
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| April 20, 2023 |
Filed by Athena Technology Acquisition Corp II. Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below are images of certain social media postings published on April 20, 2023 relating to the proposed business combination between Ath |
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| April 20, 2023 |
Exhibit 10.1 Exhibit A Execution Version SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 19, 2023, by and among Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), Air Water Ventures Ltd, a private company formed under the laws of En |
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| April 20, 2023 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.2 FORM OF LOCK-UP AGREEMENT (SPONSOR) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], among (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Sponsor”) and (iii) the undersigned individuals, each of whom is a member of SPAC’s (as defined below) board of directo |
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| April 20, 2023 |
Exhibit 99.2 Eshara Water Investor Presentation April 2023 2 Disclaimers Basis of Presentation These Presentation Materials are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combination among Eshara Water (“ Eshara ”), A |
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| April 20, 2023 |
Form of Company Shareholder Lock-Up Agreement. Exhibit 10.4 Exhibit F-1 Agreed Form FORM OF LOCK-UP AGREEMENT (OTHER COMPANY HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals (each of such undersigned individuals, a “Holder” and collectively, the “Holders”). Holdings and the Holders are som |
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| April 20, 2023 |
Filed by Athena Technology Acquisition Corp II. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: The Air Water Company Commission File No.: 132-02860 Set forth below is an article published by Bloomberg Law on April 20, 2023 relating to the proposed business combination between Athena Technolog |
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| April 20, 2023 |
Form of Warrant Assumption Agreement. Exhibit 10.6 Exhibit G Agreed Form ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (WARRANT AGREEMENT) This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2023, by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), The Air Water Company, a Cayman Islands exempted company (“Holdings”), and Continental Stock Transfer & Trust |
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| April 20, 2023 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among The Air Water Company, a Cayman Islands exempted company (“Holdings”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the shareholders of Air Water Ventures Limited, a private company form |
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| April 20, 2023 |
Form of Management Lock-Up Agreement. Exhibit 10.3 Exhibit F-2 Agreed Form FORM OF LOCK-UP AGREEMENT (MANAGEMENT HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals, each of whom is a member of management of the Company (as defined below) (each of such undersigned individuals, a “Hol |
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| April 20, 2023 |
Exhibit 99.2 Eshara Water Investor Presentation April 2023 2 Disclaimers Basis of Presentation These Presentation Materials are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combination among Eshara Water (“ Eshara ”), A |
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| April 20, 2023 |
Exhibit 99.1 Air Water Ventures Ltd. to Go Public Through Business Combination with Athena Technology Acquisition Corp. II ● Air Water Ventures is a first mover in direct air-to-water technology ● Parties will seek to raise up to $60 million in PIPE financing in connection with the transaction ● All existing Air Water Ventures investors to roll their equity into a combined company ● Combined compa |
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| April 20, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among ATHENA TECHNOLOGY ACQUISITION CORP. II, ATHENA TECHNOLOGY SPONSOR II, LLC, air water ventures lTD, Project Hydro Merger sub inc., THE AIR WATER COMPANY, and THE COMPANY shareholderS Dated as of April 19, 2023 TABLE OF CONTENTS CONTENTS Page Article I MERGER 3 1.1 Merger 3 1.2 Merger Effective Time 3 1.3 Effect of the Merger |
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| April 20, 2023 |
Form of New Registration Rights Agreement. Exhibit 10.5 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023 is made and entered into by and among The Air Water Company, a Cayman Islands exempted company (“Holdings”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the shareholders of Air Water Ventures Limited, a private company form |
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| April 20, 2023 |
Form of Management Lock-Up Agreement. Exhibit 10.3 Exhibit F-2 Agreed Form FORM OF LOCK-UP AGREEMENT (MANAGEMENT HOLDERS) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], between (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”) and (ii) the undersigned individuals, each of whom is a member of management of the Company (as defined below) (each of such undersigned individuals, a “Hol |
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| April 20, 2023 |
Form of Sponsor Lock-Up Agreement. Exhibit 10.2 FORM OF LOCK-UP AGREEMENT (SPONSOR) THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], among (i) The Air Water Company, a Cayman Islands exempted company (“Holdings”), (ii) Athena Technology Sponsor II, LLC, a Delaware limited company (the “Sponsor”) and (iii) the undersigned individuals, each of whom is a member of SPAC’s (as defined below) board of directo |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| April 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of inco |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Technology Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2023 |
SC 13G 1 p23-0872sc13g.htm ATHENA TECHNOLOGY ACQUISITION CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Technology Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) December 31, 2021 and December 31, 2022 ( |
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| February 14, 2023 |
SC 13G/A 1 ateka121423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ATHENA TECHNOLOGY ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C105 (CUSIP Number) December 30, 2022 (Date of Event which |
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| February 13, 2023 |
ATEK / Athena Technology Acquisition Class A Common Stock / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpora |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpora |
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| December 16, 2022 |
Press Release, dated December 15, 2022 Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Intent to Adjourn Special Meeting to Approve Extension Amendment Proposal New York, NY, December 15, 2022 ? Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (the ?Company?), announced today that it intends to adjourn, without conducting any business, the special meeting of its stockholders to be held with respect to |
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| December 16, 2022 |
DEFA14A 1 ea170300-8kathenatech2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 |
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| December 15, 2022 |
EX-99.1 2 ea170300ex99-1athenatech2.htm PRESS RELEASE, DATED DECEMBER 15, 2022 Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Intent to Adjourn Special Meeting to Approve Extension Amendment Proposal New York, NY, December 15, 2022 – Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK WS) (the “Company”), announced today that it intends to adjourn, without conducting an |
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| December 15, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorpora |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorporat |
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| December 9, 2022 |
EX-10.1 2 ea169914ex10-1athenatech2.htm JOINDER, DATED DECEMBER 8, 2022, BY AND BETWEEN THE COMPANY AND TRIER BRYANT. Exhibit 10.1 JOINDER AGREEMENT December 8, 2022 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated December 9, 2021 (as may be amended or restated from tim |
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| November 23, 2022 |
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 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 State |
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| November 16, 2022 |
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 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 State |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOG |
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| March 30, 2022 |
EX-4.6 4 f10k2021ex4-6athenatech2.htm DESCRIPTION OF SECURITIES. Exhibit 4.6 DESCRIPTION OF SECURITIES The following description of Athena Technology Acquisition Corp. II’s (the “Company,” “we” or “us”) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated certificate of incorporation, which is |
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| March 30, 2022 |
Exhibit 4.4 AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 29, 2022 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of March 29, 2022, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer |
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| March 30, 2022 |
Exhibit 4.5 AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 29, 2022 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of March 29, 2022, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41144 ATHENA TECHNOL |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Technology Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04687C 105 (CUSIP Number) Athena Technology Sponsor II LLC 442 5th Avenue New York, NY 10018 (970) 925-1572 (Name, Ad |
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| March 3, 2022 |
US04687C2044 / ATHENA TECHNOLOGY ACQUISITION CORP II / Antara Capital LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Athena Technology Acquisition Corp. II (Name of Issuer) Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant (Title of Class of Securities) 04687C204 (CUSIP Number) December 31, 2 |
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| February 14, 2022 |
AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ATHENA TECHNOLOGY ACQUISITION CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04687C204 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2022 |
Vellar Opportunities Fund Master, Ltd. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 27, 2022 |
Exhibit 99.1 Athena Technology Acquisition Corp. II Announces the Separate Trading of its Class A Common Stock and Warrants New York, NY, Jan. 26, 2022 ? Athena Technology Acquisition Corp. II (NYSE: ATEK.U) (?Athena Technology II? or the ?Company?) announced today that, commencing January 28, 2022, holders of the 25,375,000 units sold in the Company?s initial public offering (which amount include |
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| January 27, 2022 |
Financial Statements and Exhibits, Other Events United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 (January 26, 2022) ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact Name of Registrant as Specified in its Charter) Delaware 001-41144 87-2447308 (State or other jurisdi |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHN |
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| January 20, 2022 |
EX-3.1(A) 2 f10q0921ex3-1aathenatech2.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1(a) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II December 8, 2021 Athena Technology Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of |
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| January 20, 2022 |
Exhibit 3.1(b) CERTIFICATE OF CORRECTION TO THE Amended and restated CERTIFICATE OF incorporation OF Athena Technology Acquisition Corp. II (Pursuant to 6 Del. C. ?103) Athena Technology Acquisition Corp. II (the ?Corporation?), corporation organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify that: 1. An Amended and Restated Certificate of Incorpo |
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| January 4, 2022 |
Athena Technology Acquisition Corp. II BALANCE SHEET Exhibit 99.1 Athena Technology Acquisition Corp. II BALANCE SHEET December 14, Pro Forma Adjustments As Adjusted 2021 (unaudited) (unaudited) ASSETS CURRENT ASSETS Cash $ 2,000,000 $ - $ 2,000,000 Prepaid expenses and other assets - current portion 20,850 - 20,850 Total current assets 2,020,850 - 2,020,850 Cash held in Trust Account 252,500,000 3,787,500 256,287,500 3,750,000 (a) - 37,500 (b) TOTA |
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| January 4, 2022 |
Other Events, Unregistered Sales of Equity Securities, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 (December 28, 2021) Athena Technology Acquisition Corp. II (Exact Name of Registrant as Specified in its Charter) Delaware 001-41144 87-2447308 (State or other jurisdi |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Technology Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04687C 105 (CUSIP Number) Athena Technology Sponsor II LLC 442 5th Avenue New York, NY 10018 (970) 925-1572 (Name, Add |
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| December 22, 2021 |
EX-1 2 ea152913ex1athena2.htm JOINT FILING AGREEMENT. Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness |
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| December 20, 2021 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Athena Technology Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanying balance sheet of Athena Technology Acquisition Corp. II (the ?Company?) as of December 14, 2021, and the related notes (collectively, the ?financial statement?). In our opinion, |
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| December 20, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 ea152663-8kathenatech2.htm CURRENT REPORT United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 (December 14, 2021) Athena Technology Acquisition Corp. II (Exact Name of Registrant as Specified in its Charter) Del |
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| December 20, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Technology Acquisition Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04687C204 (CUSIP Number) December 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| December 15, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of December 9, 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil |
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| December 15, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 9th day of December, 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and Athena Technology Sponsor II, LLC, a Delaware limited liability company (the ?Subscriber?). WHEREAS, the Company desires to sell to t |
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| December 15, 2021 |
Exhibit 4.2 FORM OF PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of December 9, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of December 9, 2021, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York l |
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| December 15, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of December 9, 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided |
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| December 15, 2021 |
Exhibit 10.5 Athena Technology Acquisition Corp. II 442 5th Avenue New York, NY 10018 December 9, 2021 Athena Technology Sponsor II, LLC 442 5th Avenue New York, NY 10018 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Athena Technology Acquisition Corp. II (the ?Company?) and Athena Technology Sponsor II, LLC (?Provider?), dated as of the date hereo |
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| December 15, 2021 |
Exhibit 1.1 Execution Version Athena Technology Acquisition Corp. II 25,000,000 Units UNDERWRITING AGREEMENT New York, New York December 9, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the ?Underwriters?) Ladies and Gentlemen: Athena Technology Acquisition Corp. II, a Delaware corporation |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2021 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) Delaware 001-41144 87-2447308 (State or other jurisdiction of incorporat |
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| December 15, 2021 |
Exhibit 4.1 FORM OF PUBLIC WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of December 9, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of December 9, 2021, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York Li |
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| December 15, 2021 |
Athena Technology Acquisition Corp. II Announces Closing of $250 Million Initial Public Offering Exhibit 99.2 Athena Technology Acquisition Corp. II Announces Closing of $250 Million Initial Public Offering New York, NY, Dec. 14, 2021 ? Athena Technology Acquisition Corp. II (?Athena Technology II? or the ?Company?), a newly incorporated blank check company, today announced the closing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The offering was priced at |
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| December 15, 2021 |
EX-10.3 7 ea152371ex10-3athenatech2.htm REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 9, 2021, BY AND AMONG THE COMPANY AND ATHENA TECHNOLOGY SPONSOR II LLC. Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, is made and entered into by and among Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company |
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| December 15, 2021 |
Exhibit 10.1 December 9, 2021 Athena Technology Acquisition Corp. II 442 5th Avenue Manhattan, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the ?Company? |
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| December 15, 2021 |
Athena Technology Acquisition Corp. II Announces Pricing of $250 Million Initial Public Offering Exhibit 99.1 Athena Technology Acquisition Corp. II Announces Pricing of $250 Million Initial Public Offering New York, NY, Dec. 9, 2021 ? Athena Technology Acquisition Corp. II (?Athena Technology II? or the ?Company?), a newly incorporated blank check company, today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units are expected to b |
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| December 13, 2021 |
$250,000,000 Athena Technology Acquisition Corp. II 25,000,000 Units 424B4 1 f424b41221athenatech2.htm PROSPECTUS P R O S P E C T U S Filed pursuant to Rule 424(b)(4) Registration No. 333-261287 $250,000,000 Athena Technology Acquisition Corp. II 25,000,000 Units Athena Technology Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business c |
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| December 8, 2021 |
8-A12B 1 ea151979-8a12bathenatech2.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Technology Acquisition Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 87-2447308 (State |
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| December 7, 2021 |
CORRESP 1 filename1.htm December 7, 2021 Via EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown RE: Athena Technology Acquisition Corp. II Registration Statement on Form S-1, as amended Filed December 3, 2021 File No. 333-261287 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the |
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| December 7, 2021 |
Athena Technology Acquisition Corp. II 442 5th Avenue New York, NY 10018 December 7, 2021 CORRESP 1 filename1.htm Athena Technology Acquisition Corp. II 442 5th Avenue New York, NY 10018 December 7, 2021 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Athena Technology Acquisition Corp. II Registration Statement on Form S-1, as amended Filed: December 3, 2021 File No. 333-261287 Dear Cheryl Brown: Pursuant to Rule |
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| December 6, 2021 |
EX-10.5 9 fs12021a1ex10-5athenatech2.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as direc |
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| December 6, 2021 |
Form of Underwriting Agreement EX-1.1 2 fs12021a1ex1-1athenatech2.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 Athena Technology Acquisition Corp. II 25,000,000 Units UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Athena Technology |
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| December 6, 2021 |
EX-10.4 8 fs12021a1ex10-4athenatech2.htm FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND ATHENA TECHNOLOGY SPONSOR II, LLC Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [-] day of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “ |
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| December 6, 2021 |
EX-4.5 5 fs12021a1ex4-5athenatech2.htm FORM OF PRIVATE WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Athena Tech |
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| December 6, 2021 |
EX-4.4 4 fs12021a1ex4-4athenatech2.htm FORM OF PUBLIC WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Athena Technolo |
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| December 6, 2021 |
EX-10.2 7 fs12021a1ex10-2athenatech2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021, by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), |
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| December 6, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA TECHNOLOGY ACQUISITION CORP. II [-], 2021 Athena Technology Acquisition Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Athena Technology Acquisition Corp. II?. The original certificate of incorporatio |
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| December 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on December 3, 2021. S-1/A 1 fs12021a1athenatechacq2.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on December 3, 2021. Registration No. 333-261287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Athena Technology Acquisition Corp. II (Exact name of registrant as specified |
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| November 23, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Athena Technology Acquisition Corp. II 25,000,000 Units UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), propose |
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| November 23, 2021 |
Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between ATHENA TECHNOLOGY ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose |
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| November 23, 2021 |
Exhibit 3.3 BY-LAWS OF ATHENA TECHNOLOGY ACQUISITION CORP. II Adopted as of August 31, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Athena Technology Acquisition Corp. II (the “Corporation”) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the “Certificate of Incorporation”). Section 1.02 Other |
