Athena Technology Acquisition Corp. II 8K

Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. amended their business combination agreement on March 19, 2026 to overhaul earnout and governance terms, extend the outside closing date to April 30, 2026, adjust expense caps and permitted capital-raising activities, and adopt a new post‑merger certificate of incorporation for the combined company.

On March 19, 2026, Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. entered into a First Amendment to their December 4, 2024 Business Combination Agreement that comprehensively revises the post‑closing earnout framework (expanding and redefining price-, revenue-, and EBITDA-based Triggering Events for up to 25,500,000 earnout shares and 1,500,000 sponsor earnout shares, including special treatment upon a Change of Control), clarifies that certain capital-raising transactions are permitted and excluded from the definition of Alternative Transactions, adjusts interim operating and no‑shop covenants, resets the outside date for closing to April 30, 2026, revises SPAC and company expense caps, and updates governance to provide that, effective at closing, the combined company’s board will have six members (five designated by Ace and one by Athena), while also replacing Exhibit G with an Amended and Restated Certificate of Incorporation changing the SPAC’s name to Ace Green Recycling, Inc., setting its capital structure (110,000,000 common and 1,000,000 preferred shares), and installing classified board, stockholder action, and forum selection provisions for the post‑combination public company.

Filing Facts

CIK

1882198

Ticker

-

Form

8K

Source Type

sec

Accession

0001213900-26-034074

Alert Tier

8