M&A - Athena Technology Acquisition Corp. II

Form Type: 425

Filing Date: 2025-05-19

Corporate Action: Merger

Type: New

Accession Number: 000121390025045028

Filing Summary: Athena Technology Acquisition Corp. II has reported an upcoming merger with Ace Green Recycling, Inc. This merger will involve Merger Sub merging with Ace Green, resulting in Ace Green becoming a wholly owned subsidiary of Athena. Shareholders of Ace Green will become security holders of Athena. A special meeting for stockholders will be conducted to consider proposals related to this Business Combination Agreement, signed on December 4, 2024. The merger is contingent upon certain conditions outlined in the Business Combination Agreement. Management of Ace Green will provide potential investors with additional details about its business. Several forward-looking risks associated with the merger and Ace Green's operations have also been outlined, including issues related to capital acquisition, production capacity, customer reliance, and regulatory concerns. Athena has indicated that a registration statement on Form S-4 has been filed with the SEC to register shares for the merger, urging investors to review all relevant documentation carefully before making decisions.

Form Type: 8-K

Filing Date: 2025-05-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025045025

Filing Summary: Athena Technology Acquisition Corp. II has entered into a Business Combination Agreement with Athena Technology Sponsor II, LLC, Ace Green Recycling, Inc., and Project Atlas Merger Sub Inc., where Merger Sub will merge with Ace Green, making Ace Green a wholly owned subsidiary of Athena. This merger is contingent upon the satisfaction of various conditions outlined in the agreement. Both companies will hold special stockholder meetings to discuss proposals related to this merger. The business plans and potential investor information for Ace Green are also mentioned, along with various forward-looking statements regarding the merger and future operations. Risks related to the merger, operations, and overall market conditions are highlighted as potential factors affecting the merger's success. A registration statement on Form S-4 has been filed with the SEC to facilitate the transaction, and investors are encouraged to review this and other materials for comprehensive details.