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~~September 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 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 Identification No.)

442 5th Avenue
New York, NY 10018

(Address of Principal Executive Offices, including zip code)

(970) 925-1572

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~August~~December 1931, 2025, there were 109,~~145~~859,~~156~~887 shares of Class A common stock, par value $0.0001 per share, and 0 shares of Class B common stock, par value $0.0001 per share, outstanding.

ATHENA TECHNOLOGY ACQUISITION CORP. II

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART 1 – FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	2
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2425
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3334
Item 4.	Controls and Procedures	3334
PART II – OTHER INFORMATION		3536
Item 1.	Legal Proceedings	3536
Item 1A.	Risk Factors	3536
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3536
Item 3.	Defaults Upon Senior Securities	3536
Item 4.	Mine Safety Disclosures	3536
Item 5.	Other Information	3536
Item 6.	Exhibits	3637
SIGNATURE		3738

ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED)

ATHENA TECHNOLOGY ACQUISITION CORP. II

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	~~280~~527,~~063~~152		$	142,260
Prepaid expenses and other assets		8769,~~783~~904			41,585
Prepaid income taxes		~~598~~611,~~519~~113			601,348
Due from Sponsor		15,510			15,510
Total current assets		~~981~~1,~~875~~223,679			800,703
Investments held in Trust Account		3293,~~585,115~~283			3,666,439
TOTAL ASSETS	$	41,~~566~~516,~~990~~962		$	4,467,142
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	5,~~505~~745,~~205~~983		$	4,805,980
Note payable - related party, net of discount		1,~~735~~800,~~686~~000			1,155,205
Convertible note - related party		422,182			422,182
Due to related party		211,029			201,029
Excise tax payable		3,688,337			3,501,166
Return of capital subscription shares liability		147,600			—
Total current liabilities		11,562,439			10,085,562
Due to redeeming stockholders		586,001			—
Excise tax payable		—			3,501,166
Total current liabilities		8,912,795			10,085,562
Deferred underwriting fee payable		8,956,250			8,956,250
TOTAL LIABILITIES		2017,~~518~~869,~~689~~045			19,041,812
COMMITMENTS AND CONTINGENCIES
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Class A Common stock subject to possible redemption, $0.0001 par value, 310,156 and 310,156 shares at redemption value of $13.59 and $13.82 per share at June 30, 2025 and December 31, 2024, respectively		4,215,219			4,285,713
Class A Common stock subject to possible redemption, $0.0001 par value, 24,887 and 310,156 shares at redemption value of $14.25 and $13.82 per share at September 30, 2025 and December 31, 2024, respectively		354,580			4,285,713
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 2025 and December 31, 2024		—			—
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 30, 2025 and December 31, 2024		—			—
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; 9,835,000 shares issued and outstanding (excluding 310,156 and 310,156 shares subject to possible redemption) at June 30, 2025 and December 31, 2024, respectively		983			983
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; 9,835,000 shares issued and outstanding (excluding 24,887 and 310,156 shares subject to possible redemption) at September 30, 2025 and December 31, 2024, respectively		983			983
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding at June 30, 2025 and December 31, 2024		—			—
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; none issued or outstanding at September 30, 2025 and December 31, 2024		—			—
Additional paid-in capital		43382,~~527~~871			—
Accumulated deficit		(2017,~~211~~090,~~428~~517	)		(18,861,366	)
TOTAL STOCKHOLDERS’ DEFICIT		(2016,~~166~~706,~~918~~663	)		(18,860,383	)
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	41,~~566~~516,~~990~~962		$	4,467,142

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATHENA TECHNOLOGY ACQUISITION CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
OPERATING EXPENSES
General and administrative	$	~~634~~202,~~894~~012		$	~~382~~452,~~269~~628		$	1,~~360~~562,~~614~~626		$	1,~~158~~610,~~045~~673
Franchise tax		(4,~~800~~600	)		515,300			105,~~000~~400			3046,~~796~~096
Total operating expenses		639,694			387,569			1,370,614			1,188,841
Return of capital subscription shares expense		164,000			—			164,000			—
OTHER (EXPENSE) INCOME
Total operating expenses		361,412			467,928			1,732,026			1,656,769
Interest income on investments held in Trust Account		38,380			194,074			76,895			512,940
OTHER INCOME(EXPENSE)
Finance costs – discount on debt issuance		(96,472	)		—			(171,316	)		(59,940	)
Interest income on investments held in Trust Account		30,558			191,561			107,453			704,501
Total other (expense) income, net		(58,092	)		194,074			(94,421	)		453,000
Gain on change in fair value of Return of capital subscription shares liability		16,400			—			16,400			—
LOSS BEFORE PROVISION FOR INCOME TAXES		(697,786	)		(193,495	)		(1,465,035	)		(735,841	)
Finance costs – discount on debt issuance		(64,314	)		—			(235,630	)		(59,940	)
Provision for income taxes		(1,420	)		(41,923	)		(2,829	)		(101,104	)
Reversal of prior year interest and penalties on excise tax liability		888,340			—			888,340			—
NET LOSS	$	(699,206	)	$	(235,418	)	$	(1,467,864	)	$	(836,945	)
Total other income, net		870,984			191,561			776,563			644,561
Weighted average shares outstanding of Class A common stock		10,145,156			11,122,781			10,145,156			11,479,844
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		509,572			(276,367	)		(955,463	)		(1,012,208	)
Basic and diluted net loss per share, Class A common stock	$	(0.07	)	$	(0.02	)	$	(0.14	)	$	(0.07	)
Provision for income taxes		(1,487	)		(38,553	)		(4,316	)		(139,657	)
NET INCOME (LOSS)	$	508,085		$	(314,920	)	$	(959,779	)	$	(1,151,865	)
Weighted average shares outstanding of Class A common stock		10,083,141			11,122,781			10,124,257			11,359,515
Basic and diluted net income (loss) per share, Class A common stock	$	0.05		$	(0.03	)	$	(0.09	)	$	(0.10	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATHENA TECHNOLOGY ACQUISITION CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

	Common Stock								Additional						Total
	Class A				Class B				Paid-in			Accumulated			~~Stockholders~~Stockholder’s
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2024		9,835,000	$	983		—	$	—	$	—		$	(18,861,366	)	$	(18,860,383	)
Remeasurement of common stock subject to redemption		—		—		—		—		—			117,802			117,802
Class A common stock to be transferred to fund promissory note		—		—		—		—		90,835			—			90,835
Net loss		—		—		—		—		—			(768,658	)		(768,658	)
Balance March 31, 2025 (unaudited)		9,835,000		983		—		—		90,835			(19,512,222	)		(19,420,404	)
Remeasurement of common stock subject to redemption		—		—		—		—		(47,308	)		—			(47,308	)
Net loss		—		—		—		—		—			(699,206	)		(699,206	)
Balance June 30, 2025 (unaudited)		9,835,000	$	983		—	$	—	$	43,527		$	(20,211,428	)	$	(20,166,918	)
Remeasurement of common stock subject to redemption		—		—		—		—		(60,656	)		—			(60,656	)
Reversal of excise tax payable attributable to redemption of common stock		—		—		—		—		—			2,612,826			2,612,826
Class A common stock to be transferred in connection with Polar subscription agreement		—		—		—		—		400,000			—			400,000
Net Income		—		—		—		—		—			508,085			508,085
Balance September 30, 2025 (unaudited)		9,835,000	$	983		—	$	—	$	382,871		$	(17,090,517	)	$	(16,706,663	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024

	Common Stock								Additional						Total
	Class A				Class B				Paid-in			Accumulated			~~Stockholders~~Stockholder’s
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2023		9,835,000	$	983		—	$	—	$	239,759		$	(15,272,029	)	$	(15,031,287	)
Remeasurement of common stock subject to redemption		—		—		—		—		(239,759	)		(93,945	)		(333,704	)
Excise tax payable attributable to redemption of common stock		—		—		—		—		—			(101,797	)		(101,797	)
Net loss		—		—		—		—		—			(601,527	)		(601,527	)
Balance, March 31, 2024 (unaudited)		9,835,000		983		—		—		—			(16,069,298	)		(16,068,315	)
Remeasurement of common stock subject to redemption		—		—		—		—		—			(221,336	)		(221,336	)
Net loss		—		—		—		—		—			(235,418	)		(235,418	)
Balance, June 30, 2024 (unaudited)		9,835,000	$	983		—	$	—	$	—		$	(16,526,052	)	$	(16,525,069	)
Remeasurement of common stock subject to redemption		—		—		—		—		—			(214,973	)		(214,973	)
Net loss		—		—		—		—		—			(314,920	)		(314,920	)
Balance, September 30, 2024 (unaudited)		9,835,000	$	983		—	$	—	$	—		$	(17,055,945	)	$	(17,054,962	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATHENA TECHNOLOGY ACQUISITION CORP. II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1959,~~467,864~~779	)	$	(~~836~~1,~~945~~151,865	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account		(76107,~~895~~453	)		(~~512~~704,~~940~~501	)
Finance costs – discount on debt issuance		~~171~~235,~~316~~630			59,940
Expenses paid by related party		—			82,023
Return of capital subscription shares expense		164,000			—
Gain on change in fair value of return of capital subscription shares liability		(16,400	)		—
Expenses paid by related party		—			133,221
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(4628,~~198~~319	)		—
Prepaid income taxes		2(9,~~829~~765	)		—(475,743	)
Due to related party		10,000			—
Accounts payable and accrued expenses		~~699~~940,~~225~~003			~~782~~951,~~340~~241
Franchise tax payable		—			36(27,~~563~~986	)
Income tax payable		—			(1,~~396~~540,~~402~~792	)
Excise tax payable		~~187~~(888,~~171~~340	)		—
Net cash used in operating activities		(~~520~~660,~~416~~423	)		(12,~~785~~756,~~421~~485	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption		—3,335,294			10,179,663
Cash deposited into Trust Account		(3750,~~218~~122	)		(~~223~~300,~~023~~289	)
Cash withdrawn from Trust Account to pay franchise and income taxes		195,437			252,108
Net cash provided by investing activities		~~158~~3,~~219~~480,609			10,~~208~~131,~~748~~482
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note - related party		—			422,182
Payment of due to related party		—			(44,314	)
Proceeds from promissory note - related party		500,000			800,000
Redemptions of Class A common stock		—			(10,179,663	)
Proceeds from Polar Subscription Agreement		400,000			—
Net cash provided by (used in) financing activities		500,000			(9,423,977	)
Redemptions of Class A common stock		(3,335,294	)		(10,179,663	)
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		137,803			(1,000,650	)
Net cash used in financing activities		(2,435,294	)		(9,001,795	)
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		384,892			(1,626,798	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		142,260			1,824,893
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	~~280~~527,~~063~~152		$	~~824~~198,~~243~~095
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
Cash	$	~~280~~527,~~063~~152		$	47159,~~476~~864
Cash and cash equivalents - restricted		—			~~776~~38,~~767~~231
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	~~280~~527,~~063~~152		$	~~824~~198,~~243~~095
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Income tax	$	—		$	12,~~540~~199,~~763~~449
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Excise tax payable attributable to redemption of Class A common stock	$	—		$	101,797
Discount on debt issuance	$	90,835		$	—
Reversal of excise tax payable attributable to redemption of common stock	$	2,612,826		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ATHENA TECHNOLOGY ACQUISITION CORP. II

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2025

(UNAUDITED)

Note 1 — Organization and Business Operations

Athena Technology Acquisition Corp. II (“Athena” or the “Company”) was incorporated in Delaware on May 20, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2025, the Company had not commenced any operations. All activity through ~~June~~September 30, 2025, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO of 25,000,000 units (“Units”). Each Unit consists of one share of Class A common stock (the “Public Shares”) and one-half of one redeemable warrant (each, a “Public Warrant”), with each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the sale (“Private Placement”) of 950,000 private placement units (“Private Placement Units”) to the Company’s sponsor, Athena Technology Sponsor II, LLC (the “Sponsor”). Each Private Placement Unit consists of one share of Class A common stock (“Placement Shares”) and one-half of one redeemable warrant (each, a “Private ~~Placement~~ Placement Warrant”). Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The Private Placement Units were sold at a price of $10.00 per Private Placement Unit, generating gross proceeds of $9,500,000, which is described in Note 4.

Subsequent to the closing of the IPO, on December 28, 2021, the Company consummated the closing of the sale of 375,000 additional units (“Over-allotment Units”) upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $3,750,000. Simultaneously with the exercise of the over-allotment, the Company consummated the private placement of an additional 3,750 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $37,500.

Offering costs for the IPO and over-allotment amounted to $14,420,146, consisting of $5,000,000 of underwriting fees, $8,956,250 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $463,896 of other costs. As described in Note 6, the $8,956,250 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination by ~~September~~June 14, ~~2025~~2026, subject to the terms of the underwriting agreement. On January 28, 2025, Citigroup Global Markets Inc. (“Citigroup”), as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant to a deferred fee waiver letter agreement between Citigroup and the Company upon the successful Business Combination with Ace Green Recycling (as defined herein). The waiver of deferred underwriting commissions is contingent upon such successful Business Combination, thus, as of ~~June~~ September 30, 2025, the full amount of $8,956,250 remains outstanding.

Following the closing of the IPO, $252,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s Public Warrants and Private Placement Warrants (together, the “Warrants”).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (as amended, restated, supplemented and/or otherwise modified from time to time, the “Charter”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the condensed consolidated balance sheets until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Charter, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the IPO, without the prior consent of the Company.

The Initial Stockholders have agreed not to propose an amendment to the Charter that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. This agreement is required to be extended on a monthly basis.

If the Company is unable to complete a Business Combination within the Combination Period (as defined herein), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On June 13, 2023, the Company held a special meeting of its stockholders (the “First Extension Special Meeting”), at which the stockholders approved proposals to amend the Company’s Charter to (i) extend the date by which the Company must consummate its initial business combination from June 14, 2023 to up to March 14, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 ~~(the date which is 18 months from the closing date of the IPO, the “First Current Outside Date”)~~ until March 14, 2024 ~~(the date which is 27 months from the closing date of the IPO)~~, or a total of up to nine months ~~after the First Current Outside Date~~, provided that the Sponsor or its affiliates or permitted designees ~~will~~deposited ~~deposit~~ into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that ~~has~~was subject to redemption and that had not been redeemed in accordance with the terms of the amended Charter and (ii) ~~provide~~provided holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), the right to convert any and all of their Class B common stock into the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on a one-for-one basis prior to the closing of a business combination at the election of the holder.

In connection with the First Extension Special Meeting, 23,176,961 shares of the Company’s Class A common stock were redeemed (the “Redemptions”). On June 21, 2023, $239,604,919 was withdrawn from the Trust Account to pay the redeeming holders and the 23,176,961 shares of the Company’s Class A common stock that were redeemed were cancelled.

On June 21, 2023, the Company issued an aggregate of 8,881,250 shares of its Class A common stock to the Sponsor, upon the conversion of an equal number of shares of Class B common stock of the Company (the “Conversion”). The 8,881,250 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination.

Following the Conversion, and after giving effect to the Redemptions, there were 12,033,039 shares of Class A common stock issued and outstanding, and no shares of Class B common stock issued and outstanding. As a result of the Conversion, and after giving effect to the Redemptions, the Sponsor held approximately 81.7% of the outstanding shares of the Company’s Class A common stock.

On July 17, 2023, the Company’s Board of Directors authorized the transfer of the listing of its Class A common stock, redeemable warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share (the “Warrants”), and units, each consisting of one share of Class A common stock and one-half of one Warrant (the “Units” and together with the Class A common stock and the Warrants, the “Listed Securities”), from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). The listing and trading of the Listed Securities on the NYSE ended at market close on July 20, 2023, and the trading of the Listed Securities on the NYSE American commenced at market open on July 21, 2023.

On January 8, 2024, the Company deposited $60,000 into the Trust Account allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from January 14, 2024 to February 14, 2024.

On February 9, 2024, the Company deposited $60,000 into the Trust Account allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from February 14, 2024 to March 14, 2024.

As approved by the stockholders of the Company, at its special meeting of stockholders held on March 12, 2024 (the “Second Extension Special Meeting”), the Company filed an amendment to its Charter, with the Secretary of State of the State of Delaware ~~(the~~which ~~“Amendment”). The Amendment~~ (i) ~~extends~~ extended the date by which the Company must consummate its initial Business Combination on a monthly basis for up to nine times by an ~~additional~~ additional one month each time for a total of up to nine months from March 14, 2024 ~~(the date which is 27 months from the closing date of the Company’s IPO) (~~to December 14, 2024 ~~(the date which is 36 months from the closing date of the IPO)~~ provided that the Sponsor or its affiliates or permitted designees ~~deposits~~deposited into the Trust Account ~~established by~~ the ~~Company in connection with the IPO the~~ lesser of (a) $40,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that ~~has~~was subject to redemption and that had not been redeemed in accordance with the terms of the charter upon the election of each such one-month extension unless the closing of the Company’s initial Business Combination shall have occurred and (ii) ~~eliminates~~eliminated the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an initial Business Combination. In connection with the Second Extension Special Meeting, 910,258 shares of the Company’s Class A common stock were redeemed. On April 5, 2024, an amount of $10,179,663 was withdrawn from the Trust Account to pay the redeeming stockholders and the 910,258 shares of the Company’s Class A common stock that were redeemed were cancelled.

On each of March 13, 2024, April 16, 2024, May 14, 2024, and June 14, 2024, July 10, 2024, August 8, 2024, September 12, 2024, October 15, 2024 and November 11, 2024, the Company deposited $25,756 into the Trust Account, or an aggregate of $231,800, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month for a total extension from March 14, 2024 to December 14, 2024.

On July 26, 2024, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $422,182. The Note is non-interest bearing and payable on the earlier of July 26, 2026 or the Company’s initial Business Combination. The ~~Note~~note may be converted into equity securities of the Company on mutually agreeable terms if consented to in writing by the Sponsor. As of ~~June~~ September 30, 2025, the Company received the full principal amount of $422,182 under this note.

On October 10, 2024 (effective on April 10, 2024), the Company issued an unsecured and non-interest-bearing promissory note to the Sponsor with a principal amount equal to $1,500,000 to cover the monthly extension payments of the Company and for working capital purposes. The note is payable in full upon the earlier of (a) April 10, 2026 and (b) the date the Company consummates a Business Combination. The Company drew $800,000 from this note on April 10, 2024 to replenish the misallocated restricted funds, as discussed below.

On October 21, 2024, the Company received a letter from the NYSE notifying the Company of its past due annual listing fees and that failure to pay the annual listing fees may result in the Company facing disciplinary action from the NYSE Regulation, up to and including delisting from the NYSE American.

On November 20, 2024, the Company received an official notice of noncompliance from the NYSE stating that the Company was not in compliance with NYSE American continued listing standards due to the failure to timely file the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 by the filing due date of November 19, 2024.

On December 4, 2024, the Company, the Sponsor, Ace Green Recycling, Inc., a Delaware corporation (“Ace Green Recycling”), and Project Atlas Merger Sub Inc., a Delaware corporation (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) Merger Sub will merge with and into Ace Green Recycling (the “Merger”), with Ace Green Recycling surviving the Merger as a wholly owned subsidiary of the Company and the security holders of Ace Green Recycling becoming security holders of the Company and (b) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (together with the Merger, the “Transactions”).

On December 6, 2024, the Company and Sponsor entered into an Amended and Restated Subscription Agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $200,000 to Sponsor (for an aggregate of $500,000, such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses. The Subscription Agreement provides that in connection with the Polar Capital Investment, the Company will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 200,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 500,000 shares to be transferred and/or issued to Polar).

As approved by the stockholders of the Company, at its annual meeting of stockholders held on December 10, 2024 (the “~~2024~~Third ~~Annual~~ Extension Meeting”), the Company filed an amendment to the Charter, with the Secretary of State of the State of Delaware ~~(the~~which ~~“New~~extended ~~Amendment”). The New Amendment extends~~ the date by which the Company must consummate a Business Combination on a monthly basis for up to nine times (the “Third Extension”) by an additional one month each time for a total of up to nine months from December 14, 2024 ~~(the date which is 36 months from the closing date of the Company’s IPO)~~ to September 14, 2025 ~~(the date which is 45 months from the closing date of the IPO~~, ~~the “Combination Period”),~~ provided that the Sponsor or its affiliates or permitted designees ~~will~~deposited ~~deposit~~ into the Trust Account the lesser of (a) $25,000 and (b) $0.02 for each share of Class A common stock issued and outstanding that iswas subject to redemption and that ~~has~~had not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company’s initial Business Combination shall have occurred. In connection with the Third Extension, stockholders holding 977,625 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $11,497,959 (approximately $11.76 per share) was withdrawn from the Trust Account to pay such redeeming holders.

8On December 10, 2024, the Company received a letter from the NYSE stating that the staff of NYSE Regulation determined to commence proceedings to delist the Company’s Class A common stock, units and redeemable warrants, pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. As a result of the determination, the Listed Securities on NYSE American were suspended from trading on December 10, 2024 and delisted on December 30, 2024. The Company’s Class A common stock, units and redeemable warrants currently trade on OTC Pink under the symbols “ATEK,” “ATEK.U” and “ATEK WS,” respectively.

On December 10, 2024, the Company received a letter from the NYSE stating that the staff of NYSE Regulation determined to commence proceedings to delist the Company’s Class A common stock, units and redeemable warrants, pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. As a result of the determination, the Listed Securities on NYSE American were suspended from trading on December 10, 2024 and delisted on December 30, 2024. The Company’s Class A common stock, units and redeemable warrants currently trade on OTC Pink under the symbols “ATEK,” “ATEK.U” and “ATEK WS,” respectively.8

On each of December 11, 2024, January 10, 2025, February 10, 2025, March 6, 2025, April 7, 2025, May 7, 2025, June 6, 2025, July 8, 2025 and August 11, 2025, the Company deposited $6,203 into the Trust Account, or an aggregate of $55,827, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month for a total extension from December 14, 2024 to September 14, 2025 ~~(the “Monthly Extensions”)~~. ~~The Monthly Extensions were nine of up to nine monthly extensions permitted under the Company’s Charter, as amended by the New Amendment.~~

On February ~~August 13~~9, 2025, the Company ~~filed~~and ~~with~~Sponsor ~~the SEC~~entered into a ~~preliminary~~Subscription ~~proxy~~Agreement ~~statement for~~ (the ~~purpose~~“February ~~of holding a special meeting on September 10,~~ 2025, atSubscription ~~which~~Agreement”) with ~~the~~Kevin ~~Company’s~~Wright ~~stockholders will~~and ~~vote~~Jeanine onPercival aWright ~~proposal~~Revocable toTrust ~~amend~~ (the ~~Company’s~~“Investor”) ~~Charter~~pursuant to ~~extend~~which the ~~Combination~~Investor ~~Period on a monthly basis up to nine times by an~~contributed an additional ~~one month each time until June 14~~$500,000 ~~2026~~to Sponsor (the ~~date~~“Contribution”), which isin 54turn ~~months~~was ~~from~~loaned ~~the~~by ~~closing~~Sponsor ~~date~~to of the ~~IPO),~~Company ~~provided~~to ~~that~~fund ~~the~~any ~~Sponsor~~additional orextensions ~~its~~of ~~affiliates~~the ordate ~~permitted~~by ~~designees~~which ~~will deposit into~~ the ~~Trust~~Company ~~Account~~must ~~the~~consummate ~~lesser~~an ofinitial ~~(a)~~Business ~~$25,000~~Combination and ~~(b) $0.02 for each share of Class A common stock issued and outstanding that is subject~~ to ~~redemption~~cover ~~and~~working ~~that~~capital ~~has not been redeemed in accordance with the terms of the amended Charter~~expenses.

On August ~~February 9~~11, 2025, the Company and Sponsor on entered into a Subscription Agreement (the “~~February~~August ~~2025~~ Subscription Agreement”) with ~~Kevin Wright and Jeanine Percival Wright Revocable~~ ~~Trust~~Polar ~~(the “Investor”)~~ pursuant to which ~~the~~Polar ~~Investor~~ contributed an additional $~~500~~400,000 to ~~Sponsor (~~the ~~“Contribution”),~~Company to cover working capital expenses. The August Subscription ~~which~~Agreement provides that in ~~turn~~connection ~~was~~with ~~loaned~~the byPolar ~~Sponsor~~Capital toInvestment, the Company toimmediately ~~fund~~prior ~~any~~to ~~additional~~the ~~extensions~~closing of ~~the~~a ~~date~~business bycombination will ~~which~~issue ~~the~~Polar Capital Investments one (1) share of Company ~~must~~class ~~consummate an~~A ~~initial~~common ~~Business~~stock ~~Combination~~per ~~and~~$1.00 tocontributed ~~cover~~by ~~working~~Polar ~~capital~~Capital ~~expenses~~Investments (“subscription shares”).

~~The Initial Stockholders have agreed to waive~~Additionally, ~~their~~in ~~liquidation~~connection ~~rights~~ with ~~respect to~~ the ~~Founder~~August ~~Shares~~Subscription ifAgreement, ~~the~~an ~~Company~~amount ~~fails~~equal to ~~complete a Business Combination within~~ the ~~Combination Period.~~Investor ~~However,~~Capital ifContribution ~~the~~shall ~~Initial~~be ~~Stockholders~~paid ~~should~~by ~~acquire Public Shares in or after~~ the ~~IPO, they will be entitled~~ Company to ~~liquidating distributions from~~ the ~~Trust~~Investor ~~Account~~as ~~with~~a ~~respect~~return toof ~~such~~capital ~~Public~~within ~~Shares~~5 ifbusiness ~~the~~days ~~Company~~of ~~fails to complete a Business Combination within~~ the ~~Combination Period~~De-SPAC Closing. The ~~underwriters~~Sponsor ~~have~~shall ~~agreed~~not tosell, ~~waive~~transfer, ~~their~~or ~~rights~~otherwise dispose toof ~~its~~any ~~deferred~~securities ~~underwriting commission~~ (~~see~~including ~~Note 6~~warrants) ~~held~~owned inby the ~~Trust~~Sponsor ~~Account in~~without the ~~event~~Investor’s ~~the Company does not complete a Business Combination within the Combination Period~~consent, ~~and,~~other inthan ~~such~~Permitted ~~event~~Share Transfers, ~~such~~until ~~amounts will be included with~~ the ~~other~~full ~~funds~~amount ~~held~~of in the ~~Trust~~Investor ~~Account~~Capital ~~that~~Contribution ~~will~~has bebeen ~~available~~paid to ~~fund~~ the ~~redemption~~Investor. ofThe ~~the~~Company ~~Public~~and ~~Shares.~~Sponsor Inshall ~~the~~be ~~event~~jointly ofand ~~such~~severally ~~distribution,~~obligated itfor issuch ~~possible~~repayment. ~~that~~If the ~~per~~De-SPAC ~~share~~Closing ~~value~~occurs, of the ~~residual~~Investor ~~assets~~may, ~~remaining~~in ~~available~~its ~~for~~sole ~~distribution~~discretion, ~~(including~~elect at the ~~Trust~~De-SPAC ~~Account~~Closing ~~assets)~~or ~~will~~at beany ~~only~~time ~~$10.10~~prior ~~per~~to ~~shares~~the ~~held~~repayment inof the ~~Trust~~Investor ~~Account.~~Capital InContribution ~~order~~ to ~~protect~~receive ~~the~~such ~~amounts~~repayment ~~held~~of in the ~~Trust~~Investor ~~Account,~~Capital ~~the~~Contribution ~~Sponsor~~from ~~has agreed to be liable to~~ the Company ifeither ~~and~~in tocash ~~the extent any claims by (i) any third party for services rendered~~ or ~~products~~shares ~~sold~~of to the Company’s orClass ~~(ii)~~A ~~any~~common ~~prospective~~stock ~~target~~at ~~business~~a ~~with~~rate ~~which~~of ~~the~~one ~~Company~~share ~~has entered into a written letter~~ of ~~intent,~~ ~~confidentiality~~Class orA ~~other~~common ~~similar~~stock ~~agreement~~for oreach ~~Business~~$10 ~~Combination~~of ~~agreement~~the (aInvestor ~~“Target”),~~Capital ~~reduce~~Contribution (the ~~amount~~“Capital ofContribution ~~funds~~Shares”). inIn the ~~Trust~~ ~~Account; provided, however,~~ event that ~~such~~the ~~indemnification~~Sponsor ofor the Company bydefaults ~~the~~in ~~Sponsor~~its ~~shall~~obligations ~~apply~~and ~~only to the extent necessary to ensure~~ that ~~any~~ such ~~claims~~default bycontinues afor ~~third party or~~ a ~~Target~~period ~~do not reduce the amount~~ of ~~funds~~five in(5) ~~the~~business ~~Trust~~days ~~Account~~following written notice to ~~below~~ the ~~lesser~~Sponsor ~~of (i) $10.10 per Public Share~~ and ~~(ii)~~Company (the ~~actual~~“Default ~~amount~~Date”), ~~per Public Share held in~~ the ~~Trust~~Company ~~Account~~shall asimmediately ofissue ~~the~~to ~~date~~Polar of0.1 ~~the~~shares ~~liquidation~~ of the ~~Trust~~Company’s ~~Account,~~Class ifA ~~less~~common ~~than~~stock ~~$10.10 per Public Share is then held in~~ (the ~~Trust~~“Default ~~Account~~Shares”) ~~due~~for toeach ~~reductions~~$1.00 ~~in the value~~ of the ~~trust assets,~~Polar ~~less~~contribution ~~taxes~~on ~~payable.~~the ~~This~~Default ~~liability will not apply with respect to any claims by a third party or a Target which executed a waiver~~Date ~~of any~~ and ~~all~~shall ~~rights~~issue toPolar ~~the~~an ~~monies~~additional ~~held~~0.1 inDefault ~~the~~Shares ~~Trust~~for ~~Account~~each or$1.00 ~~to any claims under the Company’s indemnity~~ of the ~~underwriters of~~Polar ~~the~~contribution ~~IPO~~that ~~against~~Polar ~~certain~~funded ~~liabilities,~~each ~~including~~month ~~liabilities under the Securities Act of 1933~~thereafter, until ~~as amended (~~the ~~“Securities~~default ~~Act”)~~is cured.

~~Moreover,~~As approved inby the ~~event~~stockholders ~~that~~of anthe ~~executed~~Company, ~~waiver is~~at ~~deemed~~its tospecial bemeeting ~~unenforceable~~of ~~against~~stockholders aheld ~~third~~on ~~party~~September 10, 2025 (the ~~Sponsor~~“Fourth ~~will~~Extension Special ~~not~~Meeting”), bethe ~~responsible~~Company filed an amendment to its Charter with the ~~extent~~Secretary of ~~any~~State ~~liability~~of ~~for~~the ~~such~~State ~~third-party claims.~~of Delaware (the “Amendment”). The Amendment extends the date by which the Company ~~will~~must ~~seek~~consummate a business combination on a monthly basis for up to ~~reduce~~nine times by an additional one month each time for a total of up to nine months from September 14, 2025 to June 14, 2026 (the ~~possibility~~“Combination Period”), provided that ~~the~~Athena Technology Sponsor ~~will~~II, ~~have~~LLC toor ~~indemnify~~its affiliates or permitted designees will deposit into the Trust Account ~~due~~the tolesser of ~~claims~~(a) $25,000 and (b) $0.02 for each share of ~~creditors by~~Class ~~endeavoring~~A common stock issued and outstanding that is subject to ~~have~~redemption ~~all~~and ~~vendors,~~that ~~service~~has not ~~providers~~been ~~(except~~redeemed in accordance with the ~~Company’s~~terms ~~independent~~of ~~registered~~the ~~public~~Charter ~~accounting~~upon ~~firm),~~the ~~prospective target~~election ~~businesses~~of oreach ~~other~~such ~~entities~~one-month ~~with~~extension ~~which~~unless the closing of the Company’s ~~does~~initial business, ~~execute~~combination ~~agreements~~shall ~~waiving~~have ~~any~~occurred. ~~right,~~In ~~title,~~connection ~~interest~~with orthe ~~claim~~Fourth Extension Special Meeting, stockholders holding 285,269 shares of ~~any~~Class ~~kind~~A incommon orstock exercised their right to ~~monies~~redeem ~~held~~such shares for a pro rata portion of the funds in the Trust Account. As a result, $3,335,294 (approximately $11.69 per share) was withdrawn from the Trust Account to pay such redeeming holders. Additionally, $586,001 was calculated as an additional payment to redeeming stockholders on September 10, 2025 which is presented as due to redeeming stockholders on the condensed balance sheets

~~Risks~~On each of September 12, 2025, October 7, 2025, November 4, 2025 and ~~Uncertainties~~December 8, 2025, the Company deposited $497.74 into the Trust Account allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from September 14, 2025 to January 14, 2026 (the “Monthly Extension”). The most recent Monthly Extension was the fourth of up to nine potential monthly extensions permitted under the Company’s Charter, as amended.

~~Excise~~The Initial ~~Tax~~Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be only $10.10 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account; provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that any such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

~~On August 16~~Moreover, ~~2022, President Biden signed into~~ ~~law~~in the ~~Inflation~~event ~~Reduction~~that ~~Act~~an ofexecuted ~~2022~~waiver ~~(the~~is ~~“IR~~deemed ~~Act”),~~to ~~which,~~be ~~among~~unenforceable ~~other~~against ~~things, generally imposes~~ a 1%third ~~U.S.~~party, ~~federal excise tax (~~the ~~“Excise~~Sponsor ~~Tax”)~~will onnot ~~certain~~be ~~repurchases~~responsible ofto ~~stock by “covered corporations” (which include publicly traded~~the ~~domestic~~extent ~~(i.e.,~~of ~~U.S.)~~any ~~corporations)~~liability ~~occurring~~for onsuch orthird-party ~~after January 1, 2023~~claims. The ~~Excise~~Company ~~Tax~~will isseek ~~imposed~~to onreduce the ~~repurchasing~~possibility ~~corporation~~that ~~itself, not its stockholders from which~~ the ~~stock~~Sponsor iswill ~~repurchased.~~have ~~Because~~to indemnify the ~~Company~~Trust isAccount adue ~~Delaware~~to ~~corporation~~claims ~~and~~of ~~its~~creditors ~~securities~~by ~~were~~endeavoring ~~traded on~~to ~~the~~have ~~NYSE~~all ~~American~~vendors, atservice ~~the~~providers ~~time~~(except of the ~~Redemptions, the~~ Company’s ~~is a “covered corporation” for this purpose. The amount of~~independent ~~the~~registered ~~Excise~~public ~~Tax~~accounting isfirm), ~~generally~~prospective 1%target ofbusinesses ~~the~~or ~~fair~~other ~~market~~entities ~~value~~with ofwhich the ~~shares~~Company ~~repurchased~~does ~~at the time of the repurchase. However~~business, ~~for~~execute ~~purposes~~agreements ofwaiving ~~calculating~~any ~~the Excise Tax~~right, ~~repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition~~title, ~~certain~~interest ~~exceptions~~or ~~apply~~claim ~~to the Excise Tax. The U.S. Department~~ of ~~the~~any ~~Treasury~~kind ~~(the~~in ~~“Treasury”)~~or ~~has authority~~ to ~~provide~~monies ~~regulations~~held ~~and~~in ~~other guidance to carry out, and prevent~~ the ~~abuse~~Trust ~~or avoidance of the Excise Tax~~Account.

~~The imposition of the Excise Tax could cause a~~Risks ~~reduction in the cash available on hand to complete an initial Business Combination or for effecting redemptions~~ and may affect the ability to complete an initial Business Combination, fund future operations or make distributions to stockholders. In addition, the Excise Tax could cause a reduction in the per share amount payable to Public Stockholders in the event the Company liquidates the Trust Account due to a failure to complete an initial Business Combination within the requisite time frame.Uncertainties

~~In connection with the stockholders’ vote~~Excise at the Special Meeting of Stockholders held on June 13, 2023, there were 23,176,961 shares tendered for redemption and approximately $239,604,919 was paid out of the Trust Account to the redeeming stockholders. The Company recorded 1% excise tax based on the amount redeemed or an aggregate amount of $2,396,049 excise tax payable as of December 31, 2023.Tax

InOn August ~~connection~~16, ~~with~~2022, President Biden signed into law the ~~stockholders’~~Inflation ~~vote~~Reduction Act of 2022 (the “IR Act”), which, among other things, atgenerally imposes a 1% U.S. federal excise tax (the ~~Special~~“Excise ~~Meeting~~Tax”) on certain repurchases of ~~Stockholders~~stock ~~held~~by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) occurring on ~~March~~or 12after January 1, ~~2024~~2023. The Excise Tax is imposed on the repurchasing corporation itself, ~~there~~not its stockholders from which the stock is repurchased. Because the Company is a Delaware corporation and its securities were ~~910~~traded on the NYSE American at the time of the Redemptions,~~258~~ the Company is a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares ~~tendered~~repurchased at the time of the repurchase. However, for ~~redemption~~purposes ~~and~~of ~~approximately~~calculating ~~$10~~the Excise Tax,~~179,663~~ repurchasing corporations are permitted to net the fair market value ~~was~~of ~~paid~~certain ~~out~~new stock issuances against the fair market value of stock repurchases during the ~~Trust~~same ~~Account~~taxable onyear. ~~April~~In 5addition, ~~2024~~certain exceptions apply to the ~~redeeming~~Excise ~~stockholders~~Tax. The ~~Company~~U.S. Department of the Treasury (the “Treasury”) has ~~recorded~~authority 1%to ~~excise~~provide ~~tax~~regulations and ~~based~~other onguidance to carry out, and prevent the ~~amount~~ ~~redeemed~~abuse or anavoidance ~~aggregate~~of ~~amount~~the ofExcise ~~$101,797~~Tax.

InThe imposition ~~connection~~of ~~with~~ the ~~stockholders’~~Excise ~~vote at~~Tax ~~the~~could ~~2024~~cause ~~Annual~~a ~~Meeting~~reduction ~~held~~in the cash available on ~~December~~hand ~~10,~~to ~~2024,~~complete ~~there~~an ~~were~~initial ~~977,625~~Business ~~shares~~Combination ~~tendered~~or for effecting ~~redemption~~redemptions and ~~approximately~~may ~~$11,497,959 was~~affect ~~paid~~the ~~out~~ability ofto ~~the~~complete ~~Trust~~an ~~Account~~initial onBusiness ~~December 11~~Combination, ~~2024~~fund tofuture ~~the~~operations ~~redeeming~~or make distributions to stockholders. ~~The~~In ~~Company~~addition, ~~has~~the ~~recorded~~Excise 1%Tax ~~excise~~could ~~tax~~cause ~~based~~a on reduction in the per share amount ~~redeemed~~payable orto anPublic ~~aggregate~~Stockholders ~~amount~~in ofthe ~~$114,980~~event the ~~excise~~Company ~~tax~~liquidates ~~payable.~~the AsTrust ofAccount ~~June~~due ~~30,~~to ~~2025,~~a ~~the~~failure ~~Company’s~~to ~~aggregate~~complete ~~excise~~an ~~tax payable,~~initial ~~including~~Business ~~interests~~Combination ~~and~~within ~~penalties,~~the ~~amounted~~requisite totime ~~$3,688,337~~frame.

~~Pursuant~~In connection towith ~~Internal Revenue Service regulations,~~ the ~~Company~~stockholders’ ~~was~~vote ~~required~~at tothe ~~file~~Special aMeeting ~~return~~of ~~and~~Stockholders ~~remit~~held ~~payment~~on ~~for~~June ~~the~~13, 2023, ~~excise tax liability of $2~~23,~~396~~176,~~049~~961 onshares orwere ~~before October 31, 2024.~~tendered Infor ~~December~~redemption ~~2024,~~and ~~the~~approximately ~~Internal Revenue Service issued a notice to the Company asserting that~~ $3239,~~284~~604,~~389.20~~919 iswas ~~payable~~paid ~~with~~out ~~respect~~of to the ~~2023~~Trust ~~excise~~Account ~~tax~~to ~~liability~~the ~~and~~redeeming ~~associated interest and penalties~~stockholders. The ~~amount~~Company ~~payable~~recorded ~~will continue to increase until paid as a result~~1% ofexcise ~~penalties~~tax ~~and~~based ~~interest.~~on ~~As of~~ the ~~date~~amount ofredeemed ~~filing~~or ofan ~~these~~aggregate ~~unaudited condensed consolidated financial statements, the Company has not yet paid the~~ amount ~~due. The Company recognized a total~~ of $~~888~~2,~~340 in interest and penalties with respect to the 2023 excise tax liability through December 31~~396,049 ~~2024. The Company was required to file a return and remit payment for the 2024~~ excise tax ~~liabilities~~payable onas ~~or before April 30, 2025. As~~ of ~~the~~December ~~date of filing of these unaudited condensed consolidated financial statements~~31, ~~the Company has not filed a return for the 2024 excise tax liabilities~~2023.

~~The~~In connection ~~Company~~with ~~filed~~the astockholders’ ~~return~~vote ~~for~~at the ~~2023~~Special ~~excise tax~~Meeting ~~liability~~of Stockholders held on ~~November~~March 512, 2024, ~~and as of the date of this Quarterly Report on Form 10-Q~~910,258 ~~such~~shares ~~excise~~were ~~tax remains unpaid. The Company~~tendered isfor ~~currently~~redemption ~~evaluating its options with respect to payment of this obligation~~ and ~~additional~~approximately ~~excise~~$10,179,663 ~~tax~~was ~~payment~~paid ~~obligations~~out ~~as a result~~ of the ~~share~~Trust ~~redemptions~~Account inon ~~2024. To~~April ~~the extent the Company has not and does not timely pay its obligations in full~~5, it2024 ~~will be subject~~ to ~~additional~~the ~~interest~~redeeming ~~and penalties which are currently estimated at 10% interest per annum and a 0~~stockholders.5% ~~underpayment~~The ~~penalty per month~~Company orhas ~~portion~~recorded of1% aexcise ~~month~~tax upbased toon ~~25% of~~ the ~~total liability for any~~ amount ~~that~~redeemed isor ~~unpaid~~an ~~from~~aggregate ~~the~~amount ~~due date~~ of ~~payment until paid in full~~$101,797.

~~Management~~In connection ~~continues~~with tothe ~~evaluate~~stockholders’ ~~the~~vote ~~macroeconomic environment~~at asthe aAnnual ~~result~~Meeting of ~~challenging~~Stockholders ~~and~~held ~~uncertain~~on ~~market~~December ~~conditions~~10, ~~impacted~~2024, ~~by geopolitical tensions~~977,625 ~~economic~~shares ~~and~~were ~~political uncertainty,~~tendered ~~projected~~for ~~inflation~~redemption and ~~interest~~approximately ~~rates~~$11, ~~and tariffs and trade issues~~497,959 ~~and~~was ~~the~~paid ~~Company~~out ~~has~~of ~~concluded that while it is reasonably possible that~~ the ~~market~~Trust ~~conditions~~Account ~~could have a negative effect~~ on ~~identifying~~December ~~a target company for and consummating a business combination~~11, ~~the~~ ~~specific~~2024 ~~impact~~to ~~is not readily determinable as of~~ the ~~date~~redeeming ~~of the unaudited condensed consolidated financial statements~~stockholders. The ~~unaudited~~ ~~condensed~~Company ~~consolidated~~has ~~financial~~recorded ~~statements~~1% doexcise ~~not~~tax ~~include~~based ~~any~~on ~~adjustments~~the ~~that~~amount ~~might~~redeemed ~~result~~or ~~from~~an ~~the~~aggregate ~~outcome~~amount of ~~this~~$114,980 ~~uncertainty~~excise tax payable.

~~Franchise~~In connection with the stockholders’ vote at the Special Meeting of Stockholders held on September 10, 2025, 285,269 shares were tendered for redemption and ~~Income~~approximately ~~Tax~~$3,335,294 ~~Withdrawals~~was ~~from~~paid out of the Trust Account on September 12, 2025 to the redeeming stockholders. The Company has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $33,353 excise tax payable.

OnPursuant to ~~June~~Internal ~~21,~~Revenue ~~2023~~Service regulations, the Company ~~withdrew~~was ~~from~~required ~~the Trust~~to ~~Account~~file ana ~~aggregate~~return ~~amount~~and ofremit ~~$2.4~~payment ~~million~~for tothe be2023 ~~used~~excise ~~for~~ tax liability ~~purposes. It was determined as~~ of ~~June 30~~$2, ~~2023~~396,049 ~~that~~on ~~the~~or ~~withdrawal amount~~before ~~was~~October ~~approximately $328~~31,~~000~~ in2024. ~~excess~~In ofDecember 2024, the ~~amount~~Internal ~~necessary~~Revenue ~~for~~Service ~~tax~~issued ~~purposes. As~~ a ~~result,~~notice to the ~~overdrawn~~Company asserting ~~amount~~that of $~~328~~3,~~000~~284,389 ~~was allocated~~is ~~back~~payable with respect to the ~~contingently~~2023 ~~redeemable~~excise ~~Class~~tax Aliability ~~common~~and ~~stock~~associated ~~subject~~interest toand ~~possible~~penalties. ~~redemption~~The Company ~~and~~did ~~distributed~~not ~~back~~pay to the ~~Trust~~amount ~~Account on August 17, 2023~~due. The ~~withdrawn~~Company ~~funds~~recognized ~~were~~a ~~restricted~~total ~~for payment~~ of ~~such~~$1,051,283 ~~tax~~in ~~liabilities~~interest ~~under~~and ~~the~~penalties ~~Company’s~~with ~~Charter~~respect ~~and~~to the 2023 ~~terms~~excise oftax ~~the~~liability ~~Trust~~through ~~Agreement.~~September ~~Through December 31~~30, ~~2023,~~2025. ~~the~~The Company ~~used~~was ~~$240,528~~required ofto ~~these~~file ~~funds for the payment of general operating expenses, resulting in~~ a ~~balance~~return ofand ~~the~~remit ~~restricted~~payment ~~funds~~for in the ~~Company’s~~2024 ~~operating~~excise ~~account~~tax liabilities ofon ~~approximately~~or ~~$1.8~~before ~~million~~April ~~as of December 31~~30, ~~2023~~2025.

On November ~~March 19~~24, ~~2024~~2025, the ~~Company~~IRS ~~withdrew~~published an additional information relating to excise tax on repurchases of corporate stock relating specifically ~~$252~~to SPAC’s. The IRS published that any SPAC that priced their IPO prior to August 16,~~108~~ ~~from~~2022 ~~the~~are ~~Trust~~not ~~Account~~subject to ~~pay~~excise tax on any redemptions. As such, the Company’s ~~franchise~~has ~~and~~reversed ~~income~~$3,688,337 ~~taxes~~of ~~payable~~liabilities ~~and~~relating ato ~~total~~excise oftax that was accrued in previous quarters. Of the $~~428~~3,~~912~~688,337, $2,612,825 was ~~used~~reversed ~~for~~back ~~the payment~~to ofaccumulated ~~general~~deficit ~~operating~~where ~~expenses,~~the ~~resulting~~initial excise tax in aconnection ~~balance~~with the redemption of ~~the~~class ~~restricted~~A ~~funds~~common tostock ~~$1.6~~was ~~million~~recorded asand ofis ~~March~~reflected ~~31,~~in ~~2024.~~the ~~Through~~unaudited ~~March~~condensed consolidated statements of changes in stockholders’ 31deficit, ~~2024~~$888,340 ~~the~~was ~~Company~~recorded ~~used~~to anreversal ~~aggregate~~ of prior year interest and penalties on excise tax liability and $~~669~~187,~~440~~171 ofwithin ~~these~~general ~~funds~~and administrative ~~for~~expense in the ~~payment~~accompanying ofunaudited ~~general~~condensed ~~operating~~consolidated ~~expenses~~statements of operations.

~~Management determined that this use of funds was not in accordance with the Trust Agreement. The Company disbursed an aggregate of $669,440,~~Franchise ~~the~~and ~~balance~~Income ofTax ~~the~~Withdrawals ~~funds withdrawn~~ from ~~the~~ Trust Account, for payment of general operating expenses between October 1, 2023 and March 31, 2024, also counter to the terms of the Trust Agreement. On April 3, 2024, the Company paid $720,192 to satisfy income tax liabilities for 2022. On April 10, 2024, the misallocated $669,440 funds that were used for general operating expenses were replenished to the Company’s operating account in the form of an intercompany loan made by the Sponsor. On May 16, 2024, the Company paid $820,571 of its 2023 income tax liabilities, and on July 22, 2024, the Company paid $79,849 of its 2023 Delaware franchise tax liabilities. During December 2024, the Company paid $658,686 of its 2024 income taxes, inclusive of $43,257 in interest and penalties incurred, and $61,891 of its 2024 Delaware franchise tax liabilities. On May 21, 2025, the Company paid $171,778 of its 2023 tax penalties and interest. As of June 30, 2025, the total amount of prepaid income taxes was $598,519, and the remaining restricted cash balance amounted to $0. The total amount of interest and penalties of $171,778 through June 30, 2025 is included in general and administrative expenses.

10On June 21, 2023, the Company withdrew from the Trust Account an aggregate amount of $2.4 million to be used for tax purposes. It was determined as of June 30, 2023, that the withdrawal amount was approximately $328,000 in excess of the amount necessary for tax purposes. As a result, the overdrawn amount of $328,000 was allocated back to the contingently redeemable Class A common stock subject to possible redemption and distributed back to the Trust Account on August 17, 2023. The withdrawn funds were restricted for payment of such tax liabilities under the Company’s Charter and the terms of the Trust Agreement. Through December 31, 2023, the Company used $240,528 of these funds for the payment of general operating expenses, resulting in a balance of the restricted funds in the Company’s operating account of approximately $1.8 million as of December 31, 2023.

~~Going Concern Consideration and Capital Resources~~10

AsOn March ~~of June 30~~19, ~~2025~~2024, the Company ~~had~~withdrew ~~operating cash~~an ofadditional $~~280~~252,~~063~~108 ~~and~~from athe ~~working~~Trust ~~capital~~Account ~~deficit~~to ofpay ~~$10,580,564.~~the ~~The~~ Company’s ~~also~~franchise ~~has~~and ~~investments~~income ~~held~~taxes payable inand ~~the~~a ~~Trust~~total ~~Account~~ of $3428,~~585,115 to~~912 bewas used for athe ~~Business~~payment ~~Combination~~of orgeneral tooperating ~~repurchase~~expenses, orresulting ~~redeem~~in ~~its~~a ~~common~~balance ~~stock~~of inthe ~~connection~~restricted ~~therewith~~funds to $1.6 Asmillion as of ~~June~~March 3031, ~~2025,~~2024. aThrough ~~total of~~March ~~$277~~31,~~093~~ of2024, the ~~amount~~Company onused ~~deposit~~an inaggregate ~~the~~of ~~Trust Account represented interest income~~$669,440 ~~which~~of isthese ~~available~~funds tofor ~~pay~~ the ~~Company’s tax~~payment ~~obligations~~of general operating expenses.

InManagement ~~order~~determined tothat ~~finance~~this ~~transaction~~use ~~costs~~of funds was not in ~~connection~~ accordance with athe ~~Business~~Trust ~~Combination,~~Agreement. ~~the~~The ~~Sponsor~~Company ordisbursed an ~~affiliate~~aggregate of ~~the Sponsor~~$669,440, orthe ~~certain~~balance of the ~~Company’s~~funds ~~officers~~withdrawn ~~and~~from ~~directors~~the ~~may, but~~Trust ~~are not obligated to~~Account, ~~loan~~for ~~the~~payment ~~Company~~of ~~funds~~general asoperating ~~may~~expenses bebetween ~~required~~October ~~(“Working~~1, ~~Capital~~2023 ~~Loans”).~~and IfMarch ~~the~~31, ~~Company completes a Business Combination~~2024, ~~the~~also ~~Company~~counter ~~will~~to ~~repay~~ the ~~Working~~terms ~~Capital Loans out~~ of the ~~proceeds of the~~ Trust ~~Account~~Agreement. ~~released~~On toApril ~~the~~3, ~~Company. Otherwise~~2024, the ~~Working~~Company ~~Capital~~paid ~~Loans~~$720,192 ~~would~~to besatisfy ~~repaid~~income ~~only~~tax ~~out~~liabilities offor ~~funds held outside the Trust Account~~2022. InOn ~~the~~April ~~event~~10, ~~that a Business Combination does not close~~2024, the ~~Company~~misallocated ~~may~~$669,440 ~~use~~funds athat ~~portion~~were ofused ~~proceeds~~for ~~held~~general ~~outside~~operating ~~the~~expenses ~~Trust~~were ~~Account~~replenished to ~~repay~~ the ~~Working~~Company’s ~~Capital~~operating ~~Loans,~~account ~~but no proceeds held~~ in the ~~Trust~~form ~~Account~~of ~~would~~an beintercompany ~~used~~loan tomade ~~repay~~by the ~~Working Capital Loans~~Sponsor. ~~Except~~On ~~for~~May ~~the~~16, ~~foregoing~~2024, the ~~terms~~Company ofpaid ~~such Working Capital Loans~~$820,571 ifof ~~any,~~its ~~have~~2023 ~~not~~income ~~been~~tax ~~determined~~liabilities, and noon ~~written~~July ~~agreements~~22, ~~exist~~2024, ~~with~~the ~~respect~~Company topaid ~~such~~$79,849 ~~loans.~~of ~~The~~its ~~Working~~2023 ~~Capital~~Delaware ~~Loans~~franchise ~~would~~tax ~~either be~~liabilities. ~~repaid~~During ~~upon~~December ~~consummation~~2024, ofthe aCompany ~~Business~~paid ~~Combination~~$658,686 ~~without~~of ~~interest,~~its ~~or,~~2024 atincome ~~the lender’s discretion~~taxes, upinclusive toof $~~1.5~~43,257 ~~million~~in ofinterest ~~such Working~~and ~~Capital~~penalties ~~Loans~~incurred, ~~may~~and be$61,891 ~~convertible into units~~ of ~~the~~its ~~post-Business~~2024 ~~Combination~~Delaware ~~entity~~franchise attax aliabilities. ~~price~~On ofMay ~~$10.00~~21, ~~per~~2025, ~~unit.~~the ~~The~~Company ~~units~~paid ~~would be~~$171,778 ~~identical~~of toits ~~the~~2023 ~~Private~~tax ~~Placement~~penalties ~~Units~~and interest. As of ~~June~~September 30, 2025, ~~and~~the ~~December~~total ~~31,~~amount ~~2024,~~of ~~there~~prepaid ~~were~~income ~~amounts~~taxes ofwas $2611,~~157~~113,~~868~~ and the remaining restricted cash balance amounted to $~~1,577,387, respectively,~~0. ~~for~~The ~~Working~~total ~~Capital~~amount ~~Loans~~of interest and ~~Convertible~~penalties ~~note~~of -$157,697 ~~related~~through ~~party~~September ~~outstanding~~30, ~~(see~~2025 ~~Note~~is 5)included in general and administrative expenses.

~~Based on the foregoing, management does not believe that the Company will have sufficient working capital and borrowing capacity to meet~~Going ~~its~~Concern ~~needs~~Consideration through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds to pay existing accounts payable, identifying and ~~evaluating~~Capital prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Resources

InAs ~~connection with the Company’s assessment~~ of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s liquidity position and mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company has determined there is not sufficient time to complete its initial Business Combination before September 1430, 2025 ~~(the “mandatory liquidation date”). On August 13~~, ~~2025,~~ the Company ~~filed~~had ~~with~~operating ~~the~~cash ~~SEC a preliminary proxy statement for the purpose~~ of ~~holding a special meeting on September 10~~$527,152 ~~2025,~~and ~~at which the Company’s stockholders will vote on~~ a ~~proposal~~working tocapital ~~extend~~deficit ~~the~~of ~~mandatory liquidation date on a monthly basis up to nine times by an additional one month each time until June 14~~$7, ~~2026~~689,116. ~~provided~~The ~~that~~Company ~~the~~also ~~Sponsor~~has orinvestments ~~its~~held ~~affiliates~~in ~~or permitted designees deposit into~~ the Trust Account ~~the lesser~~ of ~~(a)~~ $25293,~~000~~283 ~~and (b) $0.02 for each share of Class A common stock issued and outstanding that is subject~~ to ~~redemption and that has not been redeemed; however, there can~~ be noused ~~assurance~~for ~~that~~a ~~the~~Business ~~Company~~Combination ~~will~~or ~~be able~~ to ~~extend~~repurchase ~~the mandatory liquidation date,~~ or ~~that~~redeem ~~the~~its ~~Company~~common ~~would~~stock ~~consummate~~in ~~any~~connection ~~Business~~therewith. ~~Combination~~As byof ~~June~~September 1430, ~~2026~~2025, ~~(if~~a ~~the~~total ~~mandatory~~of ~~liquidation date~~$26,353 ~~were~~of ~~extended by~~ the ~~full~~ amount ofon ~~time).~~deposit Noin ~~adjustments have been made to~~ the ~~carrying~~Trust ~~amounts~~Account ofrepresented ~~assets~~interest orincome, ~~liabilities~~which ~~should the~~is ~~Company~~available ~~be required~~ to ~~liquidate~~pay ~~after~~the ~~September 14, 2025. The~~ Company’s ~~unaudited~~tax ~~condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern~~obligations.

~~Impact~~In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of ~~Changes~~the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in ~~Global~~the ~~Trade~~Trust ~~Policies~~Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of September 30, 2025 and December 31, 2024, there were amounts of $2,222,182 and $1,577,387, respectively, for Working Capital Loans and Convertible note - related party outstanding (see Note 5).

InBased on ~~recent~~the ~~months~~foregoing, ~~changes~~management indoes ~~trade~~not ~~policies,~~believe ~~including tariffs,~~that ~~trade~~the ~~agreements~~Company ~~and~~will ~~other trade restrictions~~ have ~~been~~sufficient ~~threatened~~working ~~and~~capital ~~imposed by the U.S.~~ and ~~other~~borrowing ~~governments,~~capacity ~~often with little or no advance notice. Tariffs or other trade restrictions may lead~~ to ~~continuing~~meet ~~uncertainty and volatility in U.S. and global~~its ~~financial~~needs ~~and~~through ~~economic~~the ~~conditions~~earlier ~~and~~of ~~commodity markets, declining consumer confidence, significant inflation and diminished expectations for~~ the ~~economy~~consummation ~~and~~of ~~economic growth. Such conditions could have~~ a ~~material~~Business ~~adverse~~Combination ~~impact~~or onone ~~our~~year ~~business,~~from ~~results~~this offiling. ~~operations~~Over ~~and~~this ~~cash flows.~~time ~~Also~~period, ~~disruptions and volatility in~~ the ~~financial~~Company will ~~markets~~be ~~may~~using ~~lead~~these funds to ~~adverse~~pay ~~changes~~existing inaccounts ~~the availability~~payable, ~~terms~~identifying and ~~cost~~evaluating ofprospective ~~capital. Such~~initial ~~adverse~~Business ~~changes~~Combination ~~could~~candidates, performing ~~increase~~due ~~our~~diligence ~~costs~~on ofprospective ~~capital~~target ~~and~~businesses, ~~limit~~paying ~~our~~for ~~access~~travel ~~to financing sources~~expenditures, ~~which~~selecting ~~could~~the intarget ~~turn~~business ~~reduce~~to ~~our~~merge ~~cash~~with ~~flow~~or acquire, and ~~limit~~structuring, ~~our~~negotiating ~~ability to pursue~~ and ~~consummate~~consummating athe Business Combination.

~~Management~~In connection ~~continues~~with tothe ~~evaluate~~Company’s ~~the~~assessment ~~macroeconomic environment~~of asgoing aconcern ~~result~~considerations in accordance with FASB ASC 205-40, “Presentation of ~~challenging~~Financial ~~and~~Statements ~~uncertain~~– ~~market~~Going ~~conditions~~Concern” (“ASC 205-40”), ~~and~~management has determined that the Company’s ~~has~~liquidity position ~~concluded~~and ~~that~~mandatory ~~while~~liquidation itand issubsequent ~~reasonably~~dissolution ~~possible that~~raise substantial doubt about the ~~market~~Company’s ~~conditions~~ability ~~could~~to ~~have~~continue as a ~~negative~~going ~~effect~~concern. onThe ~~identifying~~Company aintends ~~target~~to ~~company~~complete ~~for~~its ~~and~~initial ~~consummating~~Business aCombination ~~business~~before ~~combination~~the mandatory liquidation date; however, ~~the~~there ~~specific~~can ~~impact~~be isno ~~not~~assurance ~~readily~~that ~~determinable~~the asCompany will be able to consummate any Business Combination by June 14, 2026 (if extended by the full amount of time). No adjustments have been made to the ~~date~~carrying amounts of assets or liabilities should the ~~condensed~~Company ~~consolidated~~be ~~financial~~required ~~statements~~to liquidate after June 14, 2026. The Company’s unaudited condensed consolidated financial statements do not include any ~~adjustments~~adjustment that might be ~~result~~necessary ~~from~~if the ~~outcome~~Company ofis ~~this~~unable ~~uncertainty~~to continue as a going concern.

11Impact of Changes in Global Trade Policies

~~Note~~In recent 2months, —changes ~~Summary~~in trade policies, including tariffs, trade agreements and other trade restrictions have been threatened and imposed by the U.S. and other governments, often with little or no advance notice. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, declining consumer confidence, significant inflation and diminished expectations for the economy and economic growth. Such conditions could have a material adverse impact on our business, results of ~~Significant~~operations ~~Accounting~~and ~~Policies~~cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase our costs of capital and limit our access to financing sources, which could in turn reduce our cash flow and limit our ability to pursue and consummate a Business Combination.

~~Basis~~Management continues to evaluate the macroeconomic environment as a result of ~~Presentation~~challenging and uncertain market conditions, and the Company has concluded that while it is reasonably possible that the market conditions could have a negative effect on consummating a business combination, the specific impact is not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected through December 31, 2025, or any future period.11

~~The~~Note ~~accompanying unaudited condensed consolidated~~2 ~~financial~~— ~~statements~~Summary ~~should~~of beSignificant ~~read~~Accounting ~~in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 21, 2025 (the “Annual Report on Form 10-K”).~~Policies

~~Principles~~ Basis of ~~Consolidation~~Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles ~~include~~generally accepted in the ~~accounts~~United States of America (“U.S. GAAP”) and pursuant to the ~~Company~~rules and ~~its~~regulations ~~wholly~~of ~~owned~~the ~~subsidiary~~SEC. ~~All~~Certain information ~~significant~~or ~~intercompany~~footnote ~~balances~~disclosures ~~and~~normally ~~transactions~~included in financial statements prepared in accordance with U.S. GAAP have been condensed ~~eliminated~~or inomitted, ~~consolidation~~pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected through December 31, 2025, or any future period.

~~Emerging~~The accompanying ~~Growth~~unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 21, 2025 (the “Annual Report on Form 10-K”).

~~The Company is an emerging growth company as defined~~Principles ~~in Section 102(b)(1)~~ of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Consolidation

~~This~~The accompanying ~~may~~consolidated ~~make comparison of the Company’s~~ financial statements ~~with~~include ~~another~~the ~~public~~accounts ~~company~~of ~~that~~the isCompany ~~neither~~and anits ~~emerging~~wholly ~~growth~~owned ~~company~~subsidiary. ~~nor~~All ansignificant ~~emerging growth company that has opted~~intercompany ~~out~~balances ofand ~~using~~transactions ~~the~~have ~~extended~~been ~~transition~~eliminated ~~period difficult or impossible because of the potential differences~~ in ~~accounting standards used~~consolidation.

~~Use~~Emerging Growth ~~of Estimates~~Company

The Company ~~preparation~~is ofan ~~unaudited~~emerging ~~condensed~~growth ~~consolidated financial~~company ~~statements~~as defined in ~~conformity~~Section ~~with~~102(b)(1) ~~U.S.~~of ~~GAAP~~the ~~requires~~Jumpstart Our Business Startups Act of 2012 (the ~~Company’s~~“JOBS Act”), ~~management~~which exempts emerging growth companies from being required to ~~make~~comply ~~estimates~~with ~~and~~new ~~assumptions~~or ~~that~~revised ~~affect~~financial accounting standards ~~the~~until ~~reported~~private ~~amounts~~companies of(that ~~assets~~is, ~~and~~those ~~liabilities~~that ~~and~~have ~~disclosure~~not ofhad ~~contingent~~a ~~assets~~Securities ~~and~~Act ~~liabilities~~registration atstatement ~~the~~declared ~~date~~effective ofor ~~the~~do ~~unaudited~~not ~~condensed~~have a ~~consolidated~~class ~~financial~~of ~~statements~~securities ~~and~~registered under the ~~reported~~Exchange ~~amounts~~Act) ofare ~~income~~required ~~and~~to ~~expenses~~comply ~~during~~with the ~~reporting~~new ~~periods.~~or ~~Making~~revised ~~estimates~~financial ~~requires~~accounting standards. ~~management~~The toJOBS ~~exercise~~Act ~~significant~~provides ~~judgment.~~that ~~Such~~an ~~estimates~~emerging ~~may~~growth becompany ~~subject~~can elect to ~~change~~opt asout ~~more~~of ~~current~~the ~~information~~extended ~~becomes~~transition ~~available~~period and ~~accordingly~~ comply with the ~~actual~~requirements that ~~results~~apply ~~could~~to ~~differ~~non-emerging ~~significantly~~growth ~~from~~companies ~~those~~but ~~estimates.~~any Itsuch election to opt out is atirrevocable. ~~least~~The ~~reasonably~~Company ~~possible~~has ~~that~~elected ~~the~~not ~~estimate~~to ~~of the~~opt ~~effect~~out of such aextended ~~condition~~transition period, ~~situation~~which ormeans ~~set~~that ofwhen ~~circumstances~~a ~~that~~standard ~~existed~~is atissued ~~the~~or ~~date~~revised, ofand ~~the~~it ~~unaudited~~has ~~condensed~~different ~~consolidated~~application ~~financial~~dates for public ~~statements~~or private companies, ~~which~~the ~~management~~Company, ~~considered~~as inan ~~formulating~~emerging ~~its~~growth ~~estimate~~company, ~~could~~can ~~change~~adopt in the ~~near~~new ~~term~~or ~~due~~revised tostandard ~~one~~at orthe ~~more~~time ~~future~~private ~~confirming~~companies ~~events.~~adopt ~~Actual~~the ~~results~~new ~~could~~or ~~differ~~revised ~~from those estimates~~standard.

~~Cash~~This may ~~and~~make ~~Cash~~comparison ~~Equivalents~~of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The~~Use ~~Company considers all short-term investments with an original maturity~~ of ~~three months or less when purchased to be cash equivalents. The Company had $280,063 and $142,260 of unrestricted~~ ~~cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.~~Estimates

~~Cash~~The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and ~~Cash~~assumptions ~~Equivalents~~that -affect ~~Restricted~~the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Cash ~~and cash equivalents that are encumbered or otherwise restricted~~ ~~as to their use are included in cash~~ and ~~cash~~Cash ~~equivalents – restricted and represent cash that was withdrawn from the Trust Account to pay taxes but is yet to be utilized. As of June 30, 2025 and December 31, 2024, the balance was $0.~~ Equivalents

12The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $527,152 and $142,260 of unrestricted cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

~~Investments~~Cash and ~~Held~~Cash inEquivalents ~~Trust~~- ~~Account~~Restricted

~~At June 30, 2025~~ Cash and ~~December~~cash ~~31,~~equivalents ~~2024,~~that ~~substantially all~~are ofencumbered ~~the~~or ~~assets~~otherwise ~~held~~restricted inas ~~the~~to ~~Trust~~their ~~Account~~use ~~were held in mutual funds which~~ are ~~invested~~included ~~primarily~~ in ~~U.S.~~cash ~~Treasury~~and ~~securities.~~cash ~~All~~equivalents ~~of the~~– ~~Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the~~restricted ~~condensed~~and ~~consolidated~~represent ~~balance~~cash ~~sheets~~that atwas ~~fair~~withdrawn ~~value at the end of each reporting period. Gains and losses resulting~~ from the ~~change in fair value of investments held in the~~ Trust Account ~~are~~to ~~included~~pay intaxes ~~interest~~but ~~income~~is onyet ~~investments~~to ~~held~~be inutilized. ~~Trust~~As ~~Account in the accompanying unaudited condensed consolidated statements~~ of ~~operations.~~September ~~The~~30, ~~estimated~~2025 ~~fair~~and ~~values~~December 31, of2024, ~~investments held in~~ the ~~Trust~~balance ~~Account~~was ~~are determined using available market information~~$0.

~~At June 30, 2025 and December 31, 2024, the Company had $3,585,115 and $3,666,439, respectively, in investments held in Trust Account.~~12

~~Offering~~Investments Held ~~Costs~~in ~~Associated~~Trust ~~with the Initial Public Offering~~Account

~~Offering~~At September ~~costs~~30, ~~for~~2025 ~~the~~and ~~IPO~~December ~~amounted to $14~~31,~~420,146, consisting~~ ~~of $5~~2024,~~000,000~~ ofsubstantially ~~underwriting~~all ~~fees, $8,956,250~~ of ~~deferred~~the ~~underwriting~~assets ~~fees payable (which are~~ held in the Trust Account~~) and~~ ~~$463,896~~were ofheld ~~other~~in ~~costs.~~mutual Asfunds ~~described~~which are invested primarily in ~~Note~~U.S. 6,Treasury ~~the~~securities. ~~$8,956,250~~All of ~~deferred~~the ~~underwriting~~Company’s ~~fee~~investments ~~payable~~held isin ~~contingent upon~~ the ~~consummation of~~Trust aAccount ~~Business~~are ~~Combination~~classified byas ~~September~~trading securities. ~~14,~~Trading ~~2025~~securities ~~(if~~are ~~extended~~presented byon the ~~full~~condensed ~~amount~~consolidated ofbalance ~~time)~~sheets ~~subject~~at tofair value at the ~~terms~~end of ~~the~~each ~~underwriting agreement.~~reporting Onperiod. ~~January~~Gains ~~28,~~and ~~2025,~~losses ~~Citigroup,~~resulting asfrom ~~representative of~~ the ~~underwriters,~~change ~~agreed~~in tofair ~~formally~~value ~~waive the deferred underwriting commissions~~ of ~~$8,956,250~~investments held in ~~full,~~the ~~pursuant~~Trust toAccount aare ~~deferred~~included ~~fee~~in ~~waiver~~interest ~~letter~~income on ~~agreement~~investments ~~between~~held ~~Citigroup~~in ~~and~~Trust ~~the~~Account ~~Company~~in ~~upon~~ the ~~successful~~accompanying ~~Business Combination~~unaudited ~~with~~condensed ~~Ace~~consolidated ~~Green~~statements ~~Recycling~~of operations. The ~~waiver~~estimated ~~of deferred underwriting commissions is contingent upon such successful Business Combination,~~fair ~~thus,~~values as of ~~June~~investments ~~30,~~held ~~2025,~~in the ~~full~~Trust ~~amount~~Account ofare ~~$8,956,250~~determined ~~remains~~using ~~outstanding~~available market information.

~~Concentration~~At September of30, ~~Credit~~2025 ~~Risk~~and December 31, 2024, the Company had $293,283 and $3,666,439, respectively, in investments held in Trust Account.

~~Financial instruments that potentially subject~~Offering ~~the~~Costs ~~Company~~Associated towith ~~concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed~~ the ~~Federal Deposit~~Initial ~~Insurance~~Public Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.Offering

~~Fair~~Offering costs ~~Value~~for the IPO amounted to $14,420,146, consisting of ~~Financial~~$5,000,000 ~~Instruments~~of underwriting fees, $8,956,250 of deferred underwriting fees payable (which are held in the Trust Account) and $463,896 of other costs. As described in Note 6, the $8,956,250 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by June 14, 2026 (if extended by the full amount of time) subject to the terms of the underwriting agreement. On January 28, 2025, Citigroup, as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant to a deferred fee waiver letter agreement between Citigroup and the Company upon the successful Business Combination with Ace Green Recycling. The waiver of deferred underwriting commissions is contingent upon such successful Business Combination, thus, as of September 30, 2025, the full amount of $8,956,250 remains outstanding.

~~The fair value of the Company’s financial~~Concentration ~~assets and liabilities reflects management’s estimate~~ of ~~amounts~~Credit that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:Risk

~~Level~~Financial instruments 1:that ~~Quoted~~potentially ~~prices~~subject the Company to concentrations of credit risk consist of cash accounts in ~~active~~a ~~markets~~financial institution, ~~for~~which, ~~identical~~at ~~assets~~times, ormay ~~liabilities.~~exceed Anthe ~~active~~Federal ~~market~~Deposit ~~for~~Insurance anCorporation ~~asset~~coverage orlimit ~~liability~~of is$250,000. Any loss incurred or a ~~market~~lack inof ~~which~~access to ~~transactions~~such ~~for~~funds ~~the~~could ~~asset~~have ora ~~liability occur~~significant ~~with~~adverse ~~sufficient~~impact ~~frequency~~on ~~and~~the ~~volume~~Company’s tofinancial ~~provide~~condition, ~~pricing~~results ~~information~~of onoperations, anand ~~ongoing~~cash ~~basis~~flows.

~~Level 2: Observable inputs other than~~Fair ~~Level~~Value ~~1 inputs. Examples~~ of ~~Level~~Financial ~~2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.~~Instruments

~~Level~~The fair 3:value ~~Unobservable~~of ~~inputs~~the ~~based~~Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would onhave received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an ~~assessment~~orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions ~~that~~about how market participants would ~~use~~price inassets ~~pricing~~and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the ~~asset~~observable orinputs ~~liability.~~and unobservable inputs used in order to value the assets and liabilities:

~~Income~~Level 1: ~~Taxes~~Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

~~The Company follows the asset and liability method~~Level of2: ~~accounting~~Observable ~~for~~inputs ~~income~~other ~~taxes~~than ~~under~~Level ~~FASB~~1 ~~ASC Topic 740, “Income Taxes~~inputs.” ~~Deferred~~Examples ~~tax~~of ~~assets~~Level ~~and~~2 ~~liabilities~~inputs ~~are~~include ~~recognized for~~quoted ~~the~~prices ~~estimated~~in ~~future~~active ~~tax~~markets ~~consequences~~for ~~attributable~~similar ~~to differences between the unaudited condensed consolidated financial statements~~assets ~~carrying~~or ~~amounts of existing assets and~~ liabilities and ~~their~~quoted ~~respective~~prices ~~tax~~for ~~bases.~~identical ~~Deferred tax~~ assets ~~and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered~~ or ~~settled.~~ ~~The effect on deferred tax assets and~~ liabilities ~~of a change~~ in ~~tax~~markets ~~rates is recognized in income in the period~~ that ~~includes the enactment date. Valuation allowances~~ are ~~established,~~not ~~when necessary, to reduce deferred tax assets to the amount expected to be realized~~active.

13Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

~~ASC 740 prescribes a recognition threshold and~~Income a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of June 30, 2025 and December 31, 2024, interest and penalties of $171,778 and $57,309, respectively, was offset against prepaid income taxes. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in general and administrative expenses. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since its inception.Taxes

~~Class~~The Company Afollows ~~Common~~the ~~Stock~~asset ~~Subject~~and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to ~~Possible~~differences ~~Redemption~~between the unaudited condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit.13

~~The Company’s Class A common stock sold in the IPO and over-allotment~~ASC ~~features~~740 ~~certain~~prescribes ~~redemption~~a ~~rights~~recognition ~~that~~threshold ~~are considered to be outside of the Company’s control~~ and ~~subject~~a tomeasurement ~~occurrence~~attribute offor ~~uncertain future events. In connection with~~ the ~~Special~~financial ~~Meeting~~statement onrecognition ~~June~~and ~~13,~~measurement ~~2023, there were 23,176,961 shares~~ of ~~the~~tax ~~Company’s Class A common~~positions ~~stock~~taken ~~redeemed.~~or Onexpected ~~June~~to ~~21,~~be ~~2023,~~taken anin ~~amount~~a oftax ~~$239,604,919~~return. ~~was~~For ~~withdrawn~~those ~~from~~benefits ~~the Trust Account~~ to ~~pay~~be ~~the redeeming holders and the 23~~recognized,~~176,961~~ ~~shares~~a oftax ~~the~~position ~~Company’s~~must ~~Class~~be Amore ~~common~~likely ~~stock~~than ~~that~~not ~~were~~to ~~redeemed were cancelled. In connection with the Special Meeting~~be onsustained ~~March~~upon ~~12,~~examination ~~2024,~~by ~~there~~taxing ~~were~~authorities. ~~910,258~~As ~~shares~~ of ~~the~~September ~~Company’s~~30, ~~Class~~2025 Aand ~~common~~December ~~stock redeemed. On April 5~~31, 2024, aninterest ~~amount~~and penalties of $10157,~~179,663~~697 ~~was withdrawn from the Trust Account to pay the redeeming holders~~ and ~~the 910~~$57,~~258 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection with the Third Extension~~309, ~~there were 977~~respectively,~~625~~ ~~shares~~was ofoffset ~~the~~against ~~Company’s~~prepaid ~~Class~~income ~~A common stock redeemed~~taxes. OnThe ~~December~~Company ~~11,~~recognizes ~~2024,~~accrued aninterest ~~amount~~and ofpenalties ~~$11,497,959~~related ~~was withdrawn from the Trust Account~~ to unrecognized ~~pay~~tax ~~such~~benefits ~~redeeming~~in ~~holders~~general and ~~the~~ ~~977,625~~administrative ~~shares~~expenses. ofThe ~~the~~ Company’s ~~Class~~is Acurrently ~~common~~not ~~stock~~aware ~~that~~of ~~were~~any ~~redeemed~~issues ~~were~~under ~~cancelled.~~review ~~Accordingly,~~that could asresult ofin ~~June~~significant 30payments, ~~2025~~accruals ~~and December~~or ~~31,~~material ~~2024,~~deviation ~~there~~from ~~were~~its ~~310,156~~position. ~~and~~The ~~310,156~~Company ~~shares~~has ofbeen ~~Class A common stock~~ subject to ~~possible~~income ~~redemption,~~tax ~~respectively, presented~~examinations asby ~~temporary~~major ~~equity,~~taxing ~~outside~~authorities ofsince ~~the~~its ~~stockholders’ deficit section of the Company’s condensed consolidated balance sheets~~inception.

~~Under ASC 480-10-S99, the Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of the~~ Class A ~~common~~Common ~~stock~~Stock ~~subject~~Subject to ~~possible~~Possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.Redemption

AsThe Company ofaccounts ~~June~~for ~~30,~~its ~~2025~~Class ~~and~~A ~~December~~common ~~31,~~stock ~~2024~~subject to possible redemption in accordance with the guidance in ASC Topic 480, ~~shares~~“Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to ~~possible~~mandatory redemption ~~reflected~~(if onany) ~~the~~are ~~condensed~~classified as ~~consolidated~~a ~~balance~~liability ~~sheets~~instrument and are ~~reconciled~~measured onat fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the ~~following~~control of the holder or subject to redemption upon the occurrence of uncertain ~~table:~~events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit.

Class A common stock subject to possible redemption at December 31, 2022	$	258,996,758
Less:
Redemption of common stock subject to possible redemption		(239,604,919	)
Plus:
Accretion of carrying value to redemption value		5,445,229
Class A common stock subject to possible redemption at December 31, 2023		24,837,068
Less:
Redemption of common stock subject to possible redemption		(21,677,622	)
Plus:
Accretion of carrying value to redemption value		1,126,267
Class A common stock subject to possible redemption at December 31, 2024		4,285,713
Plus:
Accretion of carrying value to redemption value		(70,494	)
Class A common stock subject to possible redemption at June 30, 2025	$	4,215,219

The Company’s Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the First Extension Special Meeting, 23,176,961 shares of the Company’s Class A common stock were redeemed. On June 21, 2023, an amount of $239,604,919 was withdrawn from the Trust Account to pay the redeeming holders and the 23,176,961 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection with the Second Extension Special Meeting, 910,258 shares of the Company’s Class A common stock were redeemed. On April 5, 2024, an amount of $10,179,663 was withdrawn from the Trust Account to pay the redeeming holders and the 910,258 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection with the Third Extension Meeting, 977,625 shares of the Company’s Class A common stock were redeemed. On December 11, 2024, an amount of $11,497,959 was withdrawn from the Trust Account to pay such redeeming holders and the 977,625 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection with Fourth Extension Special Meeting, 285,269 shares of the Company’s Class A common stock were redeemed. On September 12, 2025, an amount of $3,335,294 was withdrawn from the Trust Account to pay such redeeming holders and the 285,269 shares of the Company’s Class A common stock that were redeemed were cancelled. Additionally, $586,001 was calculated as an additional payment to redeeming stockholders on September 10, 2025. Accordingly, as of September 30, 2025 and December 31, 2024, there were 24,887 and 310,156 shares of Class A common stock subject to possible redemption, respectively, presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets.

14Under ASC 480-10-S99, the Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Net~~As of ~~Loss~~September ~~per~~30, ~~Common~~2025 ~~Share~~and December 31, 2024, shares of Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table:

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common shares. Public Warrants (see Note 4) and Private Placement Warrants (see Note 7) to purchase 13,164,375 shares of Class A common stock at $11.50 per share were issued on December 14, 2021. At June 30, 2025 and December 31, 2024, no Public Warrants or Private Placement Warrants have been exercised. The 13,164,375 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 2025 and 2024 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock.

Class A common stock subject to possible redemption at December 31, 2022	$	258,996,758
Less:
Redemption of common stock subject to possible redemption		(239,604,919	)
Plus:
Accretion of carrying value to redemption value		5,445,229
Class A common stock subject to possible redemption at December 31, 2023		24,837,068
Less:
Redemption of common stock subject to possible redemption		(21,677,622	)
Plus:
Accretion of carrying value to redemption value		1,126,267
Class A common stock subject to possible redemption at December 31, 2024		4,285,713
Less:
Redemption of common stock subject to possible redemption		(3,921,295	)
Plus:
Diminution of carrying value to redemption value		(9,838	)
Class A common stock subject to possible redemption at September 30, 2025	$	354,580

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024
	Common Stock						Common Stock
	Class A						Class A
Basic and diluted net loss per common share:
Numerator:
Allocation of net loss	$	(699,206	)	$	(235,418	)	$	(1,467,864	)	$	(836,945	)
Denominator:
Weighted average shares outstanding		10,145,156			11,122,781			10,145,156			11,479,844
Basic and diluted net loss per common share	$	(0.07	)	$	(0.02	)	$	(0.14	)	$	(0.07	)

~~Accounting~~Net ~~for~~Income (Loss) ~~Warrants~~per Common Share

The Company ~~accounts~~has ~~for~~two ~~warrants~~classes of shares, which are referred to as ~~either~~Class ~~equity-classified or~~A ~~liability-classified~~common ~~instruments~~stock ~~based~~and Class B common stock. Earnings and losses are shared pro rata between the two classes of common shares. Public Warrants (see Note 4) and Private Placement Warrants (see Note 7) to purchase 13,164,375 shares of Class A common stock at $11.50 per share were issued on anDecember ~~assessment~~14, 2021. At September 30, 2025 and December 31, 2024, no Public Warrants or Private Placement Warrants have been exercised. The 13,164,375 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the ~~instruments~~Company’s ~~specific~~stock ~~terms~~were ~~and~~excluded ~~applicable~~from ~~authoritative~~diluted ~~guidance in~~earnings ~~ASC~~per ~~480~~share for the three and ~~ASC~~nine ~~815~~months ended September 30, ~~“Derivatives~~2025 and ~~Hedging”~~2024 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (~~“ASC~~loss) ~~815”~~per common share is the same as basic net income (loss) per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of stock.

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7, the Company determined that its Warrants, issued pursuant to the public warrant agreement (as may be amended and restated, the “Public Warrant Agreement”) and private warrant agreement (as may be amended and restated, the “Private Warrant Agreement,” and together with the Public Warrant Agreement, the “Warrant Agreements”), qualify for equity accounting treatment.

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2025		2024			2025			2024
	Common Stock					Common Stock
	Class A					Class A
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss)	$	508,086	$	(314,920	)	$	(959,779	)	$	(1,151,865	)

Denominator:
Weighted average shares outstanding		10,083,141		11,122,781			10,124,257			11,359,515

Basic and diluted net income (loss) per common share	$	0.05	$	(0.03	)	$	(0.09	)	$	(0.10	)

~~Recent~~ Accounting for ~~Pronouncements~~Warrants

~~In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.”~~ The ~~amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly~~ ~~provided~~Company toaccounts ~~the~~for ~~chief~~warrants ~~operating decision maker (“CODM”),~~ as ~~well~~either asequity-classified ~~the aggregate amount of other segment items included in the reported measure of segment profit~~ or ~~loss.~~liability-classified ~~The ASU requires~~instruments ~~that~~based aon ~~public entity disclose the title and position of the CODM and~~ an ~~explanation~~assessment of ~~how~~ the ~~CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding~~instruments’ ~~how~~specific toterms ~~allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods,~~ and ~~entities~~applicable ~~with~~authoritative aguidance ~~single reportable segment are required to provide all the disclosures required by the amendments~~ in ~~this ASU and~~ASC ~~existing~~480 ~~segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023,~~ and ~~interim~~ASC ~~periods within fiscal years beginning after December 15~~815, ~~2024,~~“Derivatives ~~with early adoption permitted. This ASU became effective as of December 31, 2024~~ and ~~the~~Hedging” ~~Company’s~~(“ASC ~~management adopted in its financial statements and related disclosures~~815”).

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s ~~management~~own ~~does~~common ~~not~~shares ~~believe~~and whether the instrument holders could potentially require “net ~~that~~cash ~~any~~settlement” in a circumstance outside of the Company’s control, among other ~~recently~~conditions ~~issued~~for equity classification. This assessment, ~~but~~which ~~not~~requires ~~yet~~the ~~effective~~use of professional judgment, ~~accounting~~is ~~pronouncements~~conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7, ifthe ~~currently~~Company ~~adopted~~determined that its Warrants, ~~would~~issued ~~have~~pursuant to athe ~~material~~public ~~effect~~warrant onagreement (as may be amended and restated, the “Public Warrant Agreement”) and private warrant agreement (as may be amended and restated, the ~~Company’s~~“Private ~~unaudited~~Warrant ~~condensed~~Agreement,” ~~consolidated~~and ~~financial~~together ~~statements~~with the Public Warrant Agreement, the “Warrant Agreements”), qualify for equity accounting treatment.

15Recent Accounting Pronouncements

~~Note~~The 3Company’s —management ~~Initial~~does ~~Public~~not ~~Offering~~believe that ~~and~~any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the ~~Over-Allotment~~Company’s unaudited condensed consolidated financial statements.

Pursuant to the IPO and over-allotment, the Company sold 25,375,000 Units at a price of $10.00 per Unit. Each Unit consists of one Public Share and one-half of a Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).15

Note 3 4 — ~~Private~~Initial ~~Placement~~Public Offering and Over-Allotment

~~On December 14, 2021, simultaneously with the~~Pursuant ~~consummation~~to of the IPO and ~~the underwriters’ exercise of their~~ over-allotment ~~option~~, the Company ~~consummated~~sold ~~the Private Placement of 950~~25,~~000 Private Placement Units at a price of $10.00 per Private Placement Unit~~375, ~~generating gross proceeds of $9,500,~~000~~. On~~ ~~December 28, 2021, subsequent to the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the Private Placement of 3,750 Private Placement~~ Units at a price of $10.00 per ~~Private Placement~~ Unit~~, generating gross proceeds of $37,500~~. Each ~~whole Private Placement~~ Unit ~~will~~consists ~~consist~~ of one ~~Placement~~Public Share and one-half of a ~~Private~~Public ~~Placement~~ Warrant. Each whole ~~Private Placement~~Public Warrant ~~will~~entitles bethe ~~exercisable~~holder to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, ~~the~~subject ~~proceeds from the sale of the Private Placement Units will be used~~ to ~~fund~~adjustment ~~the redemption of the Public Shares~~ (~~subject~~see toNote ~~the requirements of applicable law~~7)~~, and the Private Placement Units and all underlying securities will be worthless~~.

Note 4 5 — ~~Related~~Private ~~Party Transactions~~Placement

~~Founder~~On December 14, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the Private Placement of 950,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $9,500,000. On December 28, 2021, subsequent to the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the Private Placement of 3,750 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $37,500. Each whole Private Placement Unit will consist of one Placement Share and one-half of a Private Placement Warrant. Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

~~On August 31, 2021, the Sponsor purchased 7,362,500 shares~~Note of5 ~~the~~— ~~Company’s~~Related ~~Class~~Party B common stock, par value $0.0001 (“Founder Shares”), for an aggregate price of $25,000, and in November 2021, the Company effected a 1.36672326 for 1 stock split of its common stock, so that the Sponsor owned an aggregate of 10,062,500 Founder Shares. The Founder Shares will automatically convert into Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7.Transactions

~~The Initial Stockholders had agreed to forfeit up to 1,312,500~~ Founder ~~Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Subsequent~~ ~~to December 31, 2021, since the underwriters exercised the over-allotment option only in part, the Sponsor forfeited 1,181,250 Founder~~ Shares.

~~The Initial Stockholders have agreed, subject~~On toAugust ~~limited exceptions~~31, ~~not to transfer~~2021, ~~assign or sell any of their Founder Shares until~~ the ~~earlier~~Sponsor topurchased 7,362,500 shares ~~occur~~ of ~~(A) one year after~~ the ~~completion~~ ofCompany’s ~~the~~Class ~~initial Business Combination or (~~B) ~~subsequent~~common tostock, ~~the~~par ~~initial~~value ~~Business~~$0.0001 ~~Combination,~~ (x“Founder Shares”), iffor ~~the~~an ~~last~~aggregate ~~sale~~ price of ~~the Class A common stock equals or exceeds~~ $~~12.00 per share (as adjusted for stock splits~~25, ~~stock dividends~~000, ~~reorganizations, recapitalizations~~ and ~~the~~in ~~like)~~November ~~for~~2021, ~~any~~the 20Company ~~trading~~effected ~~days~~a ~~within~~1.36672326 ~~any~~for ~~30-trading~~1 ~~day~~stock ~~period~~split ~~commencing~~of atits ~~least~~common stock, ~~150~~so ~~days~~that ~~after~~ the ~~initial~~Sponsor ~~Business~~owned ~~Combination, or~~an ~~(y)~~aggregate ~~the~~of 10,062,500 Founder ~~date~~Shares. The onFounder ~~which~~Shares ~~the~~will ~~Company~~automatically ~~completes~~convert into aClass ~~liquidation,~~A ~~merger,~~common ~~capital~~ stock ~~exchange~~at orthe ~~other~~time ~~similar transaction that results in all~~ of the Company’s ~~stockholders~~initial ~~having~~Business ~~the~~Combination ~~right~~and toare ~~exchange~~subject ~~their~~to ~~shares~~certain oftransfer ~~common stock for cash~~restrictions, as ~~securities~~described orin ~~other~~Note ~~property~~7.

16The Initial Stockholders had agreed to forfeit up to 1,312,500 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Subsequent to December 31, 2021, since the underwriters exercised the over-allotment option only in part, the Sponsor forfeited 1,181,250 Founder Shares.

~~Due~~The Initial Stockholders have agreed, subject to ~~Related~~limited ~~Party~~exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Due to related party represents payments of Company’s expenses by the Sponsor on the Company’s behalf, including accrual of unpaid monthly administrative support services fees. As of June 30, 2025 and December 31, 2024, due to related party amounted to $211,029 and $201,029, respectively.16

~~Convertible~~Due to ~~Note –~~ Related Party

OnDue to ~~July~~related ~~26,~~party ~~2024,~~represents ~~the~~payments of Company’s ~~issued~~expenses anby ~~unsecured promissory note to~~ the Sponsor ~~with a principal amount equal to $422,182. The Note is non-interest bearing and payable~~ on the ~~earlier of July 26, 2026 or the~~ Company’s ~~initial~~behalf, ~~Business~~including ~~Combination.~~accrual ~~The Note may be converted into equity securities~~ of ~~the Company~~unpaid onmonthly ~~mutually~~administrative ~~agreeable~~support ~~terms~~services ~~if consented to in writing by the Sponsor~~fees. As of ~~June~~September 30, 2025 and December 31, ~~the~~2024, ~~Company~~due ~~received~~to ~~the~~related ~~full~~party ~~principal~~amounted ~~amount~~to $211,029 ofand $~~422~~201,~~182~~029, ~~under this Note~~respectively.

~~Working~~Convertible Note ~~Capital~~– ~~Loans~~Related Party

~~In addition, in order to finance transaction costs~~On inJuly ~~connection with a Business Combination~~26, ~~the Sponsor or an affiliate of the Sponsor~~2024, ~~or certain of~~ the Company’s ~~officers~~issued ~~and directors~~an ~~may,~~unsecured ~~but~~promissory ~~are~~note ~~not obligated~~ to, ~~loan~~ the ~~Company~~Sponsor ~~funds~~with ~~as may be required (“Working Capital Loans”). If the Company completes~~ a ~~Business~~principal ~~Combination,~~amount ~~the~~equal ~~Company will repay the Working Capital Loans out of the proceeds of the Trust Account released~~ to ~~the~~ ~~Company. Otherwise~~$422, ~~the Working Capital Loans would be repaid only out of funds held outside the Trust Account~~182. InThe ~~the~~note ~~event that~~is anon-interest ~~Business~~bearing ~~Combination~~and ~~does~~payable ~~not~~on ~~close,~~ the ~~Company~~earlier ~~may use a portion~~ of ~~proceeds~~July ~~held outside the Trust Account to repay the Working Capital Loans~~26, ~~but~~2026 no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the ~~lender~~Company’s ~~discretion, up~~initial toBusiness $1Combination.5 ~~million~~The ofNote ~~such Working Capital Loans~~ may be converted ~~convertible~~ into ~~units~~equity securities of the ~~post-Business~~Company ~~Combination~~on ~~entity~~mutually atagreeable aterms ~~price~~if ofconsented ~~$10.00 per~~to ~~unit.~~in ~~The~~writing ~~units~~by ~~would be identical to~~ the ~~Private Placement Units~~Sponsor. As of ~~June~~ September 30, 2025 ~~and December 31~~, ~~2024,~~ the ~~promissory~~Company ~~notes below~~received ~~were~~the ~~entered~~full ~~into~~principal ~~which~~amount ~~fall~~of $422,182 under ~~the~~this ~~Working Capital Loans structure~~Note.

In July 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $60,000 (the “Extension Note”). On the same date, in connection with advances the Sponsor may make in the future to the Company for working capital expenses in connection with the Company’s initial Business Combination, the Company issued a separate unsecured promissory note to the Sponsor in the principal amount of up to $240,000 (the “Working Capital Note”, together with the Extension Note, the “Notes”). Both Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. As of June 30, 2025 and December 31, 2024, the total outstanding balance of the Notes was $300,000.Loans

In addition, in order to finance transaction costs in connection with ~~funding~~a ~~the~~Business ~~Notes~~Combination, onthe ~~July 5,~~Sponsor ~~2023,~~or an affiliate of the Sponsor, or ~~entered~~certain ~~into~~of athe ~~subscription~~Company’s ~~agreement~~officers ~~with~~and adirectors ~~third-party~~may, ~~investor.~~but ~~Pursuant~~are not obligated to, loan the ~~subscription~~Company ~~agreement~~funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the ~~Sponsor~~ Company will ~~transfer~~repay ~~one~~the ~~share~~Working ofCapital ~~Class~~Loans Aout ~~common~~of ~~stock~~the proceeds of the ~~Company~~Trust ~~for~~Account ~~each~~released ~~dollar~~to ~~funded~~the ~~upon~~Company. Otherwise, the ~~closing~~Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except Asfor the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with ~~June~~respect 30to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, ~~2025~~without interest, or, at the lender’s discretion, up to $1.5 million of such ~~third~~Working Capital Loans may be convertible into units of the post-~~party~~Business Combination ~~investor~~entity ~~loaned~~at a price of $~~300,000~~10.00 per unit. The units would be identical to the ~~Sponsor~~Private Placement Units. As of September 30, ~~which~~2025 and ~~amount~~December is31, ~~included~~2024, the promissory notes below were entered into which fall under the ~~Extension~~Working ~~Note~~Capital ~~described~~Loans ~~above~~structure.

OnIn July ~~October 10~~2023, ~~2024 (effective on April 10, 2024),~~ the Company issued an unsecured ~~and non-interest-bearing~~ promissory note to the Sponsor with a principal amount equal to $160,~~500,~~000 to(the “Extension ~~cover~~Note”). On the ~~monthly~~same ~~extension~~date, ~~payments~~in ofconnection with advances the ~~Company~~Sponsor ~~and~~may make in the future to the Company for working capital ~~purposes.~~expenses in ~~The~~connection with the Company’s initial Business Combination, the Company issued a separate unsecured promissory note isto ~~payable~~the Sponsor in the principal amount of up to $240,000 (the “Working Capital Note”, together with the Extension Note, the “Notes”). Both Notes bear no interest and are repayable in full upon the earlier of (a) ~~April~~the 10date of the consummation of the Company’s initial business combination, ~~2026~~or (b) the date of the Company’s ~~consummates a business combination~~liquidation. ~~The~~As ~~Company~~of ~~drew~~September ~~$800~~30,~~000~~ ~~from~~2025 ~~this~~and ~~note~~December ~~on April 10~~31, 2024, tothe ~~replenish~~total outstanding balance of the ~~misallocated~~Notes ~~restricted~~was ~~funds~~$300,000.

~~On December 6, 2024, the Company and Sponsor entered~~In ~~into~~connection anwith ~~Amended~~funding ~~and Restated Subscription Agreement (~~the ~~“Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $200~~Notes,~~000~~ toon ~~Sponsor~~July ~~(for an aggregate of $500~~5,~~000,~~ ~~such funded amounts~~2023, the ~~“Polar Capital Investment”), which in turn was loaned by~~ Sponsor toentered ~~the~~into ~~Company~~a tosubscription ~~fund~~agreement ~~any~~with ~~additional~~a ~~extensions~~third-party ofinvestor. ~~the date by which~~Pursuant ~~the Company must consummate an initial Business Combination and~~ to ~~cover working capital expenses. The Subscription Agreement provides that in connection with~~ the ~~Polar~~subscription ~~Capital Investment~~agreement, the ~~Company~~Sponsor will ~~repay~~transfer ~~the~~one ~~entire~~share ~~balance~~ of ~~the~~Class ~~Polar~~A ~~Capital~~common ~~Investment~~stock toof ~~Polar within~~the ~~five~~Company ~~business~~for ~~days~~each ofdollar funded upon the closing of ana ~~initial~~ Business Combination. As of ~~the~~September ~~Company~~30, ~~and~~2025, ~~that~~such ~~Sponsor~~third-party ~~will~~investor ~~transfer~~loaned ~~and/or the Company will issue on Sponsor’s behalf an additional 200~~$300,000 ~~shares of Class A common stock~~ to ~~Polar immediately prior to~~ the ~~closing~~Sponsor, ofwhich amount anis ~~initial~~included ~~Business~~under ~~Combination of~~ the ~~Company~~Extension ~~(for~~Note andescribed ~~aggregate of 500,000 shares to be transferred and/or issued to Polar)~~above.

17On October 10, 2024 (effective on April 10, 2024), the Company issued an unsecured and non-interest-bearing promissory note to the Sponsor with a principal amount equal to $1,500,000 to cover the monthly extension payments of the Company and for working capital purposes. The note is payable in full upon the earlier of (a) April 10, 2026 and (b) the date the Company consummates a business combination. The Company drew $800,000 from this note on April 10, 2024 to replenish the misallocated restricted funds.

On December ~~February 9~~6, ~~2025~~2024, the Company and Sponsor entered into aan Amended and Restated Subscription Agreement (the “~~February 2025~~ Subscription Agreement”) with ~~Kevin~~Polar ~~Wright~~Multi-Strategy ~~and~~Master ~~Jeanine~~Fund ~~Percival Wright Revocable Trust~~ (~~the~~ “~~Investor~~Polar”) pursuant to which ~~the~~Polar ~~Investor~~ contributed an additional $~~500~~200,000 to Sponsor (for an aggregate of $500,000, such funded amounts, the “~~Contribution~~Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses. The ~~February 2025~~ Subscription Agreement provides that in connection with the ~~Contribution~~Polar Capital Investment, the Company will repay the entire balance of the ~~Contribution~~Polar toCapital ~~the~~Investment ~~Investor~~to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional ~~300~~200,000 shares of Class A common stock to ~~the~~Polar ~~Investor~~ immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 500,000 shares to be transferred and/or issued to Polar).

AsOn February ~~of June 30~~9, 2025, the ~~total~~Company ~~borrowings~~and ~~under~~Sponsor entered into a Subscription Agreement (the “February 2025 Subscription Agreement”) with Kevin Wright and Jeanine Percival Wright Revocable Trust (the ~~Working~~“Investor”) ~~Capital~~pursuant ~~Loans~~to ~~structure~~which ~~were~~the Investor contributed an additional $1500,~~800,~~000 to Sponsor (the “Contribution”), ~~with~~which ain ~~discount~~turn ~~allocation~~was loaned by Sponsor to the Company to fund any additional extensions of ~~$64~~the date by which the Company must consummate an initial Business Combination and to cover working capital expenses. The February 2025 Subscription Agreement provides that in connection with the Contribution,~~314,~~ orthe aCompany ~~net~~will ~~amount~~repay the entire balance of the ~~$1,735,686.~~Contribution Asto the Investor within five business days of ~~December 31,~~the ~~2024,~~closing of an initial Business Combination of the ~~total~~Company ~~borrowings~~and ~~under~~that Sponsor will transfer and/or the ~~Working~~Company ~~Capital~~will ~~Loans~~issue ~~structure~~on ~~were~~Sponsor’s ~~$1,~~behalf an additional 300,000, ~~with~~shares aof ~~discount~~Class ~~allocation~~A common stock to the Investor immediately prior to the closing of ~~$144,795,~~an orinitial ~~a net~~Business ~~amount~~Combination of ~~$1,155,205~~the Company.

~~Support~~As of ~~Services~~September 30, 2025, the total borrowings under the Working Capital Loans structure were $1,800,000, with a discount allocation of $0, or a net amount of $1,800,000. As of December 31, 2024, the total borrowings under the Working Capital Loans structure were $1,300,000, with a discount allocation of $144,795, or a net amount of $1,155,205.

The Company has agreed to pay the Sponsor a fee of $10,000 per month following the Company’s listing on the New York Stock Exchange for office space, utilities, and secretarial and administrative services. The agreement will terminate upon the earlier of the Company’s consummation of a Business Combination or its liquidation. For the three and six months ended June 30, 2025, $30,000 and $60,000 has been incurred, respectively, and $50,000 was paid under this agreement. For the three and six months ended June 30, 2024, $30,000 and $60,000, respectively, have been incurred under this agreement, $40,000 of which has been paid by the Company. As of June 30, 2025 and December 31, 2024, the Company had accrued administrative support services fees of $80,000 and $70,000, respectively, under due to related party account in the Company’s accompanying condensed consolidated balance sheets.17

~~Note 6 — Commitments and Contingencies~~Subscription Agreement

~~Registration~~On August ~~Rights~~11, 2025, the Company and Sponsor on entered into a Subscription Agreement (the “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $400,000 to the Company to cover working capital expenses. The August Subscription Agreement provides that in connection with the Polar Capital Investment, the Company immediately prior to the closing of a business combination will issue Polar Capital Investments one (1) share of Company class A common stock per $1.00 contributed by Polar Capital Investments (i) (“subscription shares”). The subscription shares meet equity classification under ASC 815-40. Additionally, in connection with the August Subscription Agreement, an amount equal to the Investor Capital Contribution shall be paid by the Company to the Investor as a return of capital within 5 business days of the De-SPAC Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities (including warrants) owned by the Sponsor without the Investor’s consent, other than Permitted Share Transfers, until the full amount of the Investor Capital Contribution has been paid to the Investor. The Company and Sponsor shall be jointly and severally obligated for such repayment. If the De-SPAC Closing occurs, the Investor may, in its sole discretion, elect at the De-SPAC Closing or at any time prior to the repayment of the Investor Capital Contribution to receive such repayment of the Investor Capital Contribution from the Company either in cash or shares of the Company’s Class A common stock at a rate of one share of Class A common stock for each $10 of the Investor Capital Contribution (ii) (the “Return of Capital”). In the event that the Sponsor or the Company defaults in its obligations and that such default continues for a period of five (5) business days following written notice to the Sponsor and Company (the “Default Date”), the Company shall immediately issue to Polar 0.1 shares of the Company’s Class A common stock (iii) (the “Default Shares”) for each $1.00 of the Polar contribution on the Default Date and shall issue Polar an additional 0.1 Default Shares for each $1.00 of the Polar contribution that Polar funded each month thereafter, until the default is cured. Although the Default Shares and Return of Capital shares are equity linked, they are classified as liabilities due to the failure to meet equity classification criteria under ASC 815-40.

~~The~~At initial ~~holders~~recognition, the Return of ~~Founder~~Capital shares and Default Shares, ~~Private~~are ~~Placement Units~~measured ~~and~~at ~~units~~fair ~~that~~value ~~may~~and berecognized ~~issued~~in ~~upon~~the ~~conversion~~statement of ~~Working~~profit and ~~Capital~~loss ~~Loans,~~as ifa ~~any~~subscription expense, ~~will~~consistent bewith ~~entitled~~the toguidance ~~registration~~in ~~rights~~ASC to815-10 ~~require~~for fair value measurement. Subsequent changes in fair value are also recognized in profit and loss, in accordance with ASC 815-10, as the ~~Company~~instrument todoes ~~register~~not qualify for equity classification and is accounted for as a ~~sale~~liability ofmeasured ~~any~~at offair value through earnings. For the three and nine months ended September 30, 2025 the Company’s ~~securities~~recognized ~~held~~$0 byas ~~them~~subscription ~~pursuant~~expense related to athe ~~certain~~recognition ~~registration~~of ~~rights~~the ~~agreement~~Default Shares, ~~dated~~ ~~December~~$164,000 9as return of capital subscription shares expense, ~~2021.~~$0 ~~These~~gain ~~holders~~on ~~will~~changes beof ~~entitled~~event toof ~~make~~default upsubscription toshare ~~three~~liability ~~demands~~and $16,400 ~~excluding~~gain ~~short~~on ~~form~~change ~~demands,~~in ~~that~~fair ~~the~~value ~~Company~~of ~~register~~Return ~~such~~of ~~securities~~capital subscription shares liability. InAs ~~addition~~of September 30, ~~these~~2025, ~~holders~~the ~~will~~Company ~~have~~had ~~certain~~outstanding ~~“piggyback”~~balance ~~registration~~of ~~rights~~$0 ~~with~~on ~~respect~~default toshares ~~registration~~Liability ~~statements~~and ~~filed~~$147,600 ~~subsequent~~on toreturn ~~the~~of ~~Company’s~~capital ~~completion~~subscription ofshares ~~its~~liability. ~~initial~~As ~~Business~~of ~~Combination.~~December ~~The~~31, ~~Company~~2024, ~~will~~there ~~bear~~was ~~the~~no ~~expenses incurred~~outstanding inbalance ~~connection~~on ~~with~~both ~~the~~default shares ~~filing~~liability and return of ~~any~~capital ~~such~~subscription ~~registration~~shares ~~statements~~liability.

~~Underwriting Agreement~~Support Services

The Company ~~granted~~has agreed to pay the ~~underwriters~~Sponsor a ~~45-day~~fee of $10,000 per month following the Company’s listing on the New York Stock Exchange ~~option~~for ~~from~~office space, utilities, and secretarial and administrative services. The agreement will terminate upon the ~~final~~earlier ~~prospectus~~of ~~relating~~the toCompany’s consummation of a Business Combination or its liquidation. For the ~~IPO~~three toand ~~purchase~~nine upmonths toended 3September 30,~~750~~ 2025, $30,000 ~~additional~~and ~~Units~~$90,000 has tobeen ~~cover~~incurred, ~~over-allotments~~respectively, ifand ~~any~~$80,000 atwas paid under this agreement. For the three and nine months ended September 30, 2024, $30,000 and $90,000, respectively, have been incurred under this agreement, $40,000 of which has been paid by the ~~IPO~~Company. ~~price~~As ~~less~~of ~~underwriting~~September ~~discounts~~30, 2025 and ~~commissions~~December 31, 2024, the Company had accrued administrative support services fees of $80,000 and $70,000, respectively, under due to related party account in the Company’s accompanying condensed consolidated balance sheets.

~~The underwriters were paid a cash underwriting~~Note ~~discount~~6 of— ~~$0.20~~Commitments per unit on the offering, or $5,000,000 in the aggregate at the closing of the IPO. In addition, the underwriters are entitled to deferred underwriting commissions of $0.35 per unit, or $8,881,250 from the closing of the IPO and over-allotment. The total deferred fee of $8,956,250 (including underwriting discount of $75,000 related to the exercise of the over-allotment option) is deferred until completion of a Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.Contingencies

~~On January 28, 2025, Citigroup, as representative~~Registration of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant to a deferred fee waiver letter agreement between Citigroup and the Company only upon a successful Business Combination with Ace Green Recycling, as further described below. The waiver of deferred underwriting commissions is contingent upon a successful Business Combination with Ace Green Recycling, thus, as of June 30, 2025, the full amount of $8,956,250 remains outstanding.Rights

The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a certain registration rights agreement, dated December 9, 2021. These holders will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders will have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The ~~Agreement~~Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~On December 4, 2024, the Company, the Sponsor,~~Underwriting ~~Ace Green Recycling and Merger Sub, entered into the Business Combination~~ Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement, the following transactions will occur: (a) Merger Sub will merge with and into Ace Green Recycling, with Ace Green Recycling surviving the Merger as a wholly owned subsidiary of the Company and the security holders of Ace Green Recycling becoming security holders of the Company and (b) the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents referred to therein (together with the Merger, the “Transactions”).

~~Pursuant~~The Company togranted the ~~Business~~underwriters ~~Combination~~a ~~Agreement, at~~45-day ~~the~~option ~~effective~~from ~~time of~~ the ~~Merger,~~final ~~each~~prospectus ~~outstanding~~relating ~~share~~to ~~of common stock of Ace Green Recycling (other than any excluded shares and dissenting shares) shall be converted into~~ the ~~right~~IPO to ~~receive~~purchase ~~(i)~~up ~~a number of shares of Company common stock equal~~ to ~~the~~3,750,000 ~~a specified~~additional ~~exchange~~Units ~~ratio~~to ~~and~~cover ~~(ii)~~over-allotments, aif ~~pro rata portion of~~ any, ~~Earnout~~at ~~Shares that~~ the ~~Company~~IPO isprice ~~obligated~~less tounderwriting ~~issue~~discounts ~~pursuant~~and ~~to the terms of the Business Combination Agreement~~commissions.

The underwriters ~~Business~~were ~~Combination~~paid ~~Agreement,~~a ~~subject~~cash ~~to the~~underwriting ~~terms~~discount ~~and~~of ~~conditions~~$0.20 ~~set~~per ~~forth~~unit ~~therein~~on the offering, ~~provides~~or ~~that~~$5,000,000 ~~Athena~~in ~~will~~the ~~issue~~aggregate upat tothe anclosing of ~~aggregate~~the 10IPO. In addition,~~500,000~~ ~~shares~~the underwriters are entitled to deferred underwriting commissions of ~~its~~$0.35 ~~common~~per ~~stock (the~~unit, ~~“Earnout~~or ~~Shares”)~~$8,881,250 tofrom ~~Ace~~the closing ~~Green~~of ~~Recycling’s~~the ~~shareholders~~IPO and upover-allotment. toThe antotal ~~aggregate~~deferred fee of 1$8,~~500~~956,~~000~~250 ~~shares~~(including underwriting discount of ~~its~~$75,000 ~~common stock~~related to ~~Sponsor~~the exercise ~~based~~of on the ~~trading~~over-allotment ~~prices~~option) is deferred until completion of ~~Athena’s~~a ~~common~~Business ~~stock~~Combination. ~~during~~The deferred fee will become payable to the ~~five-year~~underwriters ~~period~~from ~~following~~the amounts held in the ~~closing~~Trust ofAccount solely if the Company completes a Business Combination, subject to the terms ~~Merger~~of (the ~~“Closing”)~~underwriting agreement.

18On January 28, 2025, Citigroup, as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant to a deferred fee waiver letter agreement between Citigroup and the Company only upon a successful Business Combination with Ace Green Recycling, as further described below. The waiver of deferred underwriting commissions is contingent upon a successful Business Combination with Ace Green Recycling, thus, as of September 30, 2025, the full amount of $8,956,250 remains outstanding.

~~Voting and Support Agreements~~18

~~In connection with the execution of the~~ Business Combination Agreement, Sponsor entered into a Voting and Support Agreement (the “Sponsor Support Agreement”) with Athena and Ace Green Recycling, pursuant to which Sponsor has agreed to, among other things, (a) vote at any meeting of Athena shareholders to be called for approval of the Business Combination Agreement, the Merger, and the other Transactions all shares of Athena Class A Common Stock (together with any warrants to acquire Athena Class A Common Stock, the “Sponsor Securities”) beneficially owned or thereafter acquired in favor of the Business Combination Agreement, the Merger, and the other Transactions, (b) be bound by certain other covenants and agreements related to the Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

InOn December ~~connection~~4, ~~with~~2024, the ~~execution~~Company, of the ~~Business Combination Agreement~~Sponsor, ~~certain~~ Ace Green Recycling ~~shareholders~~and Merger Sub, entered into ~~a Voting and Support Agreement (~~the ~~“Ace~~Business ~~Green~~Combination ~~Recycling Support~~ Agreement~~”) with Athena and Ace Green Recycling~~, pursuant to which, ~~each~~subject ~~such Ace Green Recycling shareholder has agreed~~ to, ~~among~~the ~~other~~satisfaction ~~things,~~or ~~(a)~~waiver ~~vote at any meeting~~ of ~~Ace~~certain ~~Green~~conditions ~~Recycling’s~~precedent ~~shareholders~~in tothe beBusiness ~~called~~Combination ~~for approval of~~Agreement, ~~among~~the ~~other~~following ~~things,~~transactions ~~the~~will ~~Business~~occur: ~~Combination~~(a) ~~Agreement~~Merger ~~and~~Sub ~~the~~will ~~Transactions~~merge ~~all~~with ofand ~~such~~into Ace Green Recycling, ~~shareholder’s~~with ~~shares of~~ Ace Green Recycling ~~common~~surviving ~~stock (~~the ~~“Ace~~Merger ~~Green~~as a ~~Recycling~~wholly ~~Securities”) beneficially~~ owned orsubsidiary ~~thereafter~~of ~~acquired~~the inCompany ~~favor~~and of the ~~Transactions, (b)~~security beholders ~~bound~~of byAce ~~certain~~Green ~~other~~Recycling ~~covenants~~becoming ~~and~~security ~~agreements~~holders ~~related~~of to the ~~Transactions~~Company and (cb) bethe ~~bound~~other bytransactions ~~certain~~contemplated ~~transfer~~by ~~restrictions with respect to~~ the ~~Ace~~Business ~~Green~~Combination ~~Recycling~~Agreement ~~Securities,~~and ~~in each case, on~~ the ~~terms~~Ancillary ~~and~~Documents ~~subject~~referred to ~~the~~therein ~~conditions~~(together with ~~set~~the ~~forth~~Merger, in the ~~Ace Green Recycling Support Agreement~~“Transactions”).

~~Lock-Up~~Pursuant to ~~Agreements~~the Business Combination Agreement, at the effective time of the Merger, each outstanding share of common stock of Ace Green Recycling (other than any excluded shares and dissenting shares) shall be converted into the right to receive (i) a number of shares of Company common stock equal to the a specified exchange ratio and (ii) a pro rata portion of any Earnout Shares that the Company is obligated to issue pursuant to the terms of the Business Combination Agreement.

InThe Business ~~connection~~Combination ~~with~~Agreement, subject to the ~~Closing,~~terms ~~certain~~and ~~Ace~~conditions ~~Green Recycling~~set ~~shareholders~~forth therein, provides that Athena will ~~each~~issue ~~enter~~up ~~into~~to an ~~agreement~~aggregate 10,500,000 ~~providing~~shares ~~that~~of ~~each~~its ~~such~~common stock (the “Earnout Shares”) to Ace Green Recycling’s ~~shareholder~~shareholders ~~will~~and ~~not,~~up ~~subject~~ to an aggregate ~~certain~~of ~~exceptions~~1,500,000 ~~transfer its~~ shares of ~~Athena~~its common stock ~~during~~to ~~the~~Sponsor ~~period~~based ~~commencing~~ on the ~~closing~~trading ~~date~~prices of Athena’s common stock during the ~~business~~five-year ~~combination~~period ~~and~~following ~~ending~~the ~~180~~closing ~~days~~of ~~thereafter~~the Merger (the “Closing”).

~~In connection with the Closing, Sponsor will enter~~Voting into an agreement providing that Sponsor will not, subject to certain exceptions, transfer its shares of Athena common stock during the period commencing on the closing date of the business combination and ~~ending~~Support ~~180 days thereafter.~~Agreements

~~New~~In connection ~~Registration~~with ~~Rights~~the execution of the Business Combination Agreement, Sponsor entered into a Voting and Support Agreement (the “Sponsor Support Agreement”) with Athena and Ace Green Recycling, pursuant to which Sponsor has agreed to, among other things, (a) vote at any meeting of Athena shareholders to be called for approval of the Business Combination Agreement, the Merger, and the other Transactions all shares of Athena Class A common stock (together with any warrants to acquire Athena Class A common stock, the “Sponsor Securities”) beneficially owned or thereafter acquired in favor of the Business Combination Agreement, the Merger, and the other Transactions, (b) be bound by certain other covenants and agreements related to the Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.

~~The~~In connection ~~Business~~with ~~Combination~~the ~~Agreement~~execution ~~contemplates that,~~of at the ~~Closing~~Business Combination Agreement, certain Ace Green Recycling ~~equity~~shareholders ~~holders,~~entered ~~Sponsor and Athena will enter~~ into a ~~Registration~~Voting ~~Rights~~and Support Agreement (the “~~New~~Ace ~~Registration~~Green ~~Rights~~Recycling Support Agreement”) with Athena and Ace Green Recycling, pursuant to which ~~Athena~~each such ~~will~~Ace ~~agree~~Green toRecycling ~~register~~shareholder ~~for~~has ~~resale~~agreed ~~certain~~to, ~~shares~~among ofother ~~Athena’s common~~things, ~~stock~~(a) ~~and~~vote ~~other~~at ~~equity~~any ~~securities~~meeting of ~~Athena~~Ace ~~that~~Green ~~are~~Recycling’s ~~held~~shareholders to bybe ~~the~~called ~~parties~~for ~~thereto.~~approval ~~Pursuant~~of, toamong ~~the~~other ~~New~~things, ~~Registration~~the ~~Rights~~Business Combination Agreement~~, Athena~~ ~~will~~and ~~agree~~the toTransactions ~~file~~all aof ~~shelf~~such ~~registration~~Ace ~~statement~~Green ~~registering~~Recycling shareholder’s ~~the~~shares ~~sale~~of orAce ~~resale~~Green ofRecycling ~~all~~common ofstock (the ~~Registrable~~“Ace Green Recycling Securities”) ~~(as~~beneficially ~~defined~~owned inor ~~the~~thereafter ~~New~~acquired ~~Registration~~in ~~Rights~~favor ~~Agreement)~~of ~~within~~the 30Transactions, ~~days~~(b) ~~after~~be ~~the~~bound ~~closing~~by ~~date~~certain ofother ~~the~~covenants ~~business~~and ~~combination.~~agreements ~~Athena~~related ~~will~~to ~~also~~the ~~agree to~~Transactions ~~provide~~and ~~customary~~(c) ~~“piggyback”~~be ~~registration~~bound ~~rights,~~by ~~subject to~~ certain ~~requirements~~transfer ~~and~~restrictions ~~customary~~with ~~conditions.~~respect ~~The~~to ~~New~~the ~~Registration Rights~~Ace ~~Agreement~~Green ~~will~~Recycling ~~also~~Securities, ~~provide~~in ~~that~~each ~~Athena~~case, ~~will~~on ~~pay~~the ~~certain~~terms ~~expenses~~and subject ~~relating~~ to ~~such~~the ~~registrations~~conditions ~~and~~set ~~indemnify~~forth in the ~~shareholders against~~Ace ~~certain~~Green ~~liabilities~~Recycling Support Agreement.

~~Note 7 — Stockholders’ Deficit~~Lock-Up Agreements

~~Preferred Stock—The Company~~In isconnection ~~authorized~~with tothe ~~issue 1~~Closing,~~000,000~~ ~~shares~~certain ofAce ~~preferred~~Green ~~stock~~Recycling ~~with~~shareholders awill ~~par~~each ~~value~~enter ofinto ~~$0.0001~~an ~~per~~agreement ~~share~~providing ~~with~~that each such ~~designations, voting and other~~Ace ~~rights~~Green ~~and~~Recycling ~~preferences~~shareholder aswill ~~may~~not, besubject ~~determined from time~~ to ~~time~~certain byexceptions, ~~the~~transfer ~~Company’s~~its ~~board~~shares of ~~directors.~~Athena Ascommon ofstock ~~June~~during ~~30,~~the ~~2025~~period ~~and December~~commencing ~~31,~~on ~~2024,~~the ~~there~~closing ~~were~~date noof ~~shares~~the ofbusiness ~~preferred~~combination ~~stock~~and ~~issued~~ending or180 ~~outstanding~~days thereafter.

~~Class A Common Stock—The Company~~In isconnection ~~authorized to issue 100,000,000 shares of Class A common stock~~ with ~~a par value of $0.0001 per share. On June 21, 2023,~~ the ~~Company issued an aggregate of 8~~Closing,~~881,250~~ ~~shares of its Class A common stock to the~~ Sponsor, ~~upon~~will ~~the~~enter ~~conversion~~into of an ~~equal~~agreement ~~number~~providing ofthat ~~shares~~Sponsor ~~of Class~~will ~~B common stock~~not, ~~par~~subject ~~value~~to ~~$0.0001~~certain ~~per share~~exceptions, oftransfer its ~~the Company. The 8,881,250~~ shares of ~~Class~~Athena A common stock ~~issued~~during ~~in connection with~~ the ~~conversion~~period ~~are~~commencing ~~subject~~on to the ~~same~~closing ~~restrictions~~date ~~as applied to the shares~~ of ~~Class B common stock before~~ the ~~Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial~~ business combination, ~~as described in the prospectus for the Company’s initial public offering. As of June 30, 2025~~ and ~~December~~ending ~~31,~~180 ~~2024, there~~days were 9,835,000 shares of Class A common stock issued and outstanding which are classified as permanent equity, and 310,156 shares of Class A common stock issued and outstanding are subject to possible redemption, which are classified as temporary equitythereafter.

~~Class B Common Stock—The Company~~New isRegistration ~~authorized~~Rights to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2025 and December 31, 2024, there were no shares of Class B common stock outstanding.Agreement

The ~~Company’s Charter provides that the~~ ~~shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial~~ Business Combination on aAgreement ~~one-for-one~~contemplates ~~basis~~that, ~~subject~~at ~~to adjustment. In~~ the ~~case~~Closing, ~~that~~certain ~~additional~~Ace ~~Class~~Green ARecycling ~~common~~equity ~~stock~~holders, orSponsor ~~equity-linked~~and ~~securities,~~Athena ~~are issued~~will orenter ~~deemed~~into ~~issued~~a inRegistration ~~excess~~Rights ofAgreement (the ~~amounts~~“New ~~offered~~Registration inRights ~~the~~Agreement”), ~~IPO~~pursuant ~~and related~~ to ~~the~~which ~~closing~~Athena ofwill ~~the initial Business Combination, the ratio~~agree atto ~~which~~register ~~Class~~for Bresale ~~common~~certain ~~stock~~shares ~~shall~~of ~~convert~~Athena’s ~~into Class A~~ common stock ~~will~~and beother ~~adjusted~~equity ~~(unless~~securities ~~the~~of ~~holders~~Athena ofthat aare ~~majority~~held ofby the ~~outstanding~~parties ~~Class~~thereto. BPursuant ~~common~~to ~~stock~~the ~~agree~~New toRegistration ~~waive~~Rights ~~such~~Agreement, ~~adjustment~~Athena ~~with~~will ~~respect~~agree to ~~any~~file ~~such~~a ~~issuance~~shelf orregistration ~~deemed~~statement ~~issuance)~~registering ~~so that~~ the ~~number of shares~~ ofsale ~~Class~~or Aresale ~~common stock issuable upon conversion~~ of all ~~Class~~of ~~B common stock will equal, in~~ the ~~aggregate,~~Registrable onSecurities an (as~~-converted~~ ~~basis,~~defined ~~25.28% of~~in the ~~sum~~New ofRegistration ~~the~~Rights ~~total~~Agreement) ~~number~~within of30 ~~shares~~days ofafter ~~Class A common stock outstanding upon~~ the ~~completion~~closing date of the ~~IPO~~business ~~(including~~combination. ~~the~~Athena ~~Public~~will ~~Shares, Private~~also ~~Placement~~agree ~~Units~~to ~~and~~provide ~~Founder~~customary ~~Shares)~~“piggyback” ~~plus~~registration ~~all~~rights, ~~Class~~subject Ato certain ~~common~~requirements ~~stock~~ and ~~equity-linked~~customary ~~securities issued or deemed issued in connection with the initial Business Combination~~conditions. ~~Holders~~The ofNew ~~Founder~~Registration ~~Shares~~Rights ~~may~~Agreement will also ~~elect~~provide tothat ~~convert~~Athena ~~their~~will ~~Class~~pay Bcertain ~~common stock into an equal number~~expenses ofrelating ~~shares~~to ofsuch ~~Class~~registrations Aand ~~common~~indemnify ~~stock,~~the ~~subject~~shareholders toagainst ~~adjustment~~certain ~~as provided above, at any time~~liabilities.

19Note 7 — Stockholders’ Deficit

~~Holders~~Preferred Stock—The Company is authorized to issue 1,000,000 shares of ~~common~~preferred stock ~~will~~with ~~have~~a ~~the~~par ~~right~~value ~~to elect~~of ~~all~~$0.0001 ofper ~~the~~share ~~Company’s~~with such ~~directors~~designations, ~~prior~~voting toand aother ~~Business~~rights ~~Combination.~~and ~~Holders~~preferences ofas ~~Class~~may Abe ~~common~~determined ~~stock~~from ~~and~~time ~~Class~~to Btime ~~common~~by ~~stock~~the ~~will vote~~Company’s ~~together~~board asof adirectors. As ~~single~~of ~~class~~September on30, ~~all~~2025 ~~other~~and ~~matters~~December ~~submitted~~31, to2024, athere ~~vote~~were ofno ~~stockholders~~shares ~~except~~of aspreferred ~~required~~stock byissued ~~law~~or outstanding.

Warrants—As of June 30, 2025 and December 31, 2024, the Company has 12,687,500 Public Warrants and 953,750 Private Placement Warrants outstanding. Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable 30 days after the completion of an initial Business Combination and will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.19

Class A Common Stock—The Company ~~will~~is ~~not~~authorized ~~be obligated~~ to ~~deliver~~issue ~~any~~ 100,000,000 shares of Class A common stock ~~pursuant~~with toa ~~the~~par ~~exercise~~value of a$0.0001 per ~~Warrant~~share. ~~and~~On ~~will~~June ~~have~~21, no2023, ~~obligation~~the toCompany ~~settle~~issued ~~such~~an ~~Warrant~~aggregate ~~exercise~~of ~~unless~~8,881,250 ashares ~~registration statement~~of ~~under~~its ~~the~~Class ~~Securities~~A ~~Act~~common ~~with~~stock ~~respect~~ to the Sponsor, upon the conversion of an equal number of shares of Class B common stock, ~~underlying~~par ~~the~~value ~~Warrants~~$0.0001 isper ~~then~~share, ~~effective~~of ~~and~~the aCompany. ~~prospectus~~The 8,881,250 shares of ~~relating~~Class ~~thereto~~A iscommon ~~current,~~stock ~~subject~~issued toin connection with the ~~Company~~conversion ~~satisfying~~are ~~its~~subject ~~obligations~~to ~~with~~the ~~respect~~same torestrictions ~~registration.~~as Noapplied ~~Warrant~~to ~~will~~the beshares ~~exercisable~~of Class ~~for~~B ~~cash~~common orstock onbefore athe ~~cashless~~Conversion, ~~basis~~including, ~~and~~among ~~the~~other ~~Company~~things, ~~will~~certain ~~not~~transfer berestrictions, ~~obligated~~waiver toof ~~issue~~redemption ~~any~~rights ~~shares~~and the obligation to ~~holders~~vote ~~seeking~~in tofavor ~~exercise~~of ~~their~~an ~~Warrants~~initial business combination, ~~unless~~ as described in the ~~issuance~~prospectus offor the ~~shares~~Company’s ~~upon~~initial ~~such~~public offering. ~~exercise~~As isof ~~registered~~September or30, ~~qualified~~2025 ~~under~~and ~~the~~December ~~securities~~31, ~~laws~~2024, there were 9,835,000 shares of ~~the~~Class ~~state~~A common stock issued and outstanding which are classified as permanent equity, and 24,887 and 310,156 shares of ~~the~~Class ~~exercising~~A common stock issued and outstanding are subject to ~~holder~~possible redemption, orwhich anare ~~exemption~~classified isas ~~available~~temporary equity, respectively.

~~The Company has agreed that as soon as practicable,~~Class ~~but~~B inCommon noStock—The ~~event~~Company ~~later~~is ~~than~~authorized ~~15 business days after the closing of its initial Business Combination, it will use its best efforts~~ to ~~file with~~issue ~~the SEC a post-effective amendment to the registration statement for the IPO or a new registration statement for the registration~~10, ~~under the Securities Act~~000,000 ~~of the~~ shares of Class AB common stock ~~issuable~~with ~~upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and~~ a ~~current~~par ~~prospectus relating~~value ~~thereto, until the expiration~~ of ~~the Warrants in accordance with the provisions of the Warrant Agreements~~$0. ~~No Warrants will be~~0001 ~~exercisable~~per ~~for~~share. ~~cash~~Holders ~~unless the Company has an effective and current registration statement covering the offer and sale~~ of ~~the~~Class ~~shares of~~B common stock ~~issuable~~are ~~upon~~entitled ~~exercise of the Warrants and a current prospectus relating~~ to ~~such~~one ~~shares~~vote offor ~~common~~each ~~stock~~share. ~~Notwithstanding the~~As ~~foregoing, if a registration statement covering the shares~~ of ~~Class~~September A30, ~~common~~2025 ~~stock~~and ~~issuable~~December ~~upon exercise of the Warrants is not effective by the 60th business day after the closing of the Company’s initial Business Combination~~31, ~~Warrant holders may~~2024, ~~until such time as~~ there ~~is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration~~ ~~statement,~~were ~~exercise~~no ~~Warrants~~shares ~~on a cashless basis in accordance with Section 3(a)(9)~~ of ~~the~~Class ~~Securities~~B ~~Act~~common orstock ~~another exemption~~outstanding. ~~If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis.~~

~~Once~~The Company’s Charter provides that the ~~Warrants~~shares ~~become~~of ~~exercisable~~Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the ~~Company~~case that additional Class A common ~~may~~stock, ~~redeem~~or equity-linked securities, are issued or deemed issued in excess of the ~~Warrants:~~amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25.28% of the sum of the total number of shares of Class A common stock outstanding upon the completion of the IPO (including the Public Shares, Private Placement Units and Founder Shares) plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

●Holders of incommon ~~whole~~stock ~~and~~will ~~not~~have inthe ~~part;~~right ●to atelect aall ~~price~~ of ~~$0.01~~the ~~per Warrant; ● upon not less than 30 days~~Company’s directors prior ~~written notice of redemption,~~ to ~~each~~a ~~Warrant~~Business ~~holder;~~Combination. ~~and~~Holders ~~● if, and only if, the reported last sale price~~ of ~~the~~Class ~~shares of~~ A common stock ~~equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations~~ and ~~the~~Class ~~like)~~B ~~for~~common ~~any~~stock 20will ~~trading~~vote ~~days~~together ~~within~~as a ~~30-trading~~single ~~day~~class ~~period ending~~ on ~~the~~all ~~third~~other ~~trading~~matters ~~day~~submitted ~~prior~~ to ~~the~~a ~~date~~vote ~~the Company sends the notice~~ of ~~redemption~~stockholders toexcept as ~~the~~required ~~Warrant~~by ~~holders~~law.

IfWarrants—As of ~~and~~September ~~when~~30, ~~the~~2025 ~~Warrants~~and ~~become~~December ~~redeemable~~31, by 2024, the Company has 12,687,500 ~~the~~Public ~~Company~~Warrants ~~may~~and ~~not~~953,750 ~~exercise~~Private ~~its~~Placement ~~redemption~~Warrants ~~right~~outstanding. Warrants ifmay ~~the~~only ~~issuance~~be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. isThe ~~not~~Warrants will ~~exempt~~become ~~from registration~~exercisable or30 ~~qualification~~days ~~under~~after ~~applicable~~the ~~state~~completion ~~blue~~of ~~sky~~an ~~laws~~initial orBusiness Combination and will expire five years from the ~~Company~~completion of isa ~~unable~~Business toCombination ~~effect~~or ~~such~~earlier ~~registration~~upon redemption or ~~qualification~~liquidation.

~~If the~~ The Company ~~calls the Warrants for redemption, management~~ will ~~have~~not ~~the~~be ~~option~~obligated to ~~require~~deliver ~~all~~any ~~holders~~shares ~~that~~of ~~wish~~common tostock ~~exercise~~pursuant ~~the Warrants~~ to dothe soexercise onof a ~~“cashless~~Warrant ~~basis,” as~~and ~~described~~will inhave ~~the~~no ~~Public~~obligation to settle such Warrant ~~Agreement~~exercise ~~and~~unless ~~the~~a ~~Private~~registration ~~Warrant~~statement ~~Agreement.~~under ~~The~~the ~~exercise~~Securities ~~price~~Act ~~and~~with ~~number~~respect ofto the shares of common stock underlying ~~issuable~~the ~~upon~~Warrants ~~exercise~~is ofthen ~~the~~effective ~~Warrants~~and ~~may~~a beprospectus ~~adjusted~~relating inthereto ~~certain~~is ~~circumstances~~current, ~~including~~subject into the ~~event~~Company ofsatisfying aits ~~share~~obligations ~~dividend,~~with ~~or recapitalization,~~respect ~~reorganization,~~to ~~merger or consolidation~~registration. ~~However,~~No ~~except~~Warrant ~~as described below, the Warrants~~ will ~~not~~ be ~~adjusted~~exercisable for ~~issuances~~cash ofor ~~shares of~~on ~~common stock at~~ a ~~price~~cashless ~~below its exercise price. Additionally~~basis, inand nothe ~~event~~Company will ~~the~~not ~~Company~~ be ~~required~~obligated to ~~net~~issue ~~cash~~any ~~settle the Warrants.~~shares Ifto ~~the~~holders ~~Company~~seeking ~~is unable~~ to ~~complete~~exercise atheir ~~Business~~Warrants, ~~Combination~~unless ~~within~~ the ~~Combination~~issuance ~~Period~~of ~~and~~ the ~~Company~~shares ~~liquidates~~upon ~~the funds held in the Trust Account, holders of Warrants will not receive any of~~ such ~~funds~~exercise ~~with~~is ~~respect~~registered toor ~~their~~qualified ~~Warrants, nor will they receive any distribution~~under ~~from~~ the ~~Company’s~~securities ~~assets~~laws ~~held outside~~ of the ~~Trust~~state ~~Account~~of ~~with~~ the ~~respect~~exercising ~~to such Warrants. Accordingly~~holder, ~~the~~or ~~Warrants~~an ~~may~~exemption ~~expire worthless~~is available.

InThe Company ~~addition,~~has ifagreed ~~(x)~~that ~~the~~as ~~Company~~soon ~~issues~~as ~~additional shares~~practicable, ofbut ~~common~~in ~~stock~~no orevent ~~equity-linked~~later ~~securities~~than ~~for~~15 ~~capital~~business ~~raising~~days ~~purposes~~after ~~in connection with~~ the closing of its initial Business Combination, atit anwill ~~issue~~use ~~price~~its orbest ~~effective~~efforts ~~issue~~to ~~price~~file ofwith ~~less~~the ~~than~~SEC ~~$9.20~~a ~~per~~post-effective ~~share~~amendment ofto ~~common~~the ~~stock~~registration ~~(with~~statement ~~such~~for ~~issue~~the ~~price~~IPO or ~~effective~~ ~~issue~~a ~~price~~new toregistration bestatement ~~determined~~for inthe ~~good~~registration, ~~faith~~under by the ~~Company’s~~Securities ~~board~~Act, of ~~directors~~the ~~and,~~shares inof ~~the~~Class ~~case~~A ofcommon ~~any~~stock ~~such~~issuable ~~issuance~~upon toexercise of the ~~Sponsor or~~Warrants. The Company will use its ~~affiliates,~~best ~~without~~efforts ~~taking~~to ~~into~~cause ~~account~~the ~~any~~same ~~Founder~~to ~~Shares~~become ~~held~~effective byand to maintain the ~~Sponsor~~effectiveness orof such registration ~~affiliates~~statement, asand ~~applicable~~a current prospectus relating thereto, ~~prior~~until tothe ~~such issuance)~~expiration (of the ~~“Newly~~Warrants ~~Issued~~in ~~Price”),~~accordance ~~(y)~~with the ~~aggregate~~provisions of ~~gross~~the ~~proceeds~~Warrant ~~from~~Agreements. ~~such~~No ~~issuances~~Warrants ~~represent~~will ~~more~~be ~~than~~exercisable ~~60%~~for ofcash unless the ~~total~~ ~~equity~~Company ~~proceeds,~~has ~~and~~an ~~interest~~effective ~~thereon,~~and ~~available~~current ~~for~~registration statement covering the ~~funding~~offer and sale of the ~~Company’s~~shares ~~initial~~of ~~Business~~common ~~Combination~~stock onissuable ~~the~~upon ~~date~~ exercise of the ~~consummation~~Warrants ofand ~~such~~a ~~initial~~current ~~Business~~prospectus ~~Combination~~relating ~~(net~~to such shares of ~~redemptions),~~common ~~and~~stock. ~~(z)~~Notwithstanding the ~~volume~~foregoing, ~~weighted~~if ~~average~~a ~~trading~~registration ~~price~~statement ofcovering the ~~Company’s~~ shares of Class A common stock ~~during~~issuable upon ~~the~~exercise 20of ~~trading~~the ~~day~~Warrants ~~period~~is ~~starting~~not oneffective by the ~~trading~~60th business day ~~prior~~after to the ~~day~~closing onof ~~which~~ the Company ~~consummates~~’s ~~its~~ initial Business Combination, Warrant ~~(such~~holders ~~price~~may, ~~the~~until ~~“Market~~such ~~Value”)~~time as there is ~~below~~an ~~$9.20~~effective ~~per~~registration ~~share,~~statement and during any period when the ~~exercise~~Company ~~price~~shall have offailed ~~the~~to maintain an effective registration statement, exercise Warrants ~~will~~on bea ~~adjusted~~cashless basis in accordance with Section 3(toa)(9) of the Securities ~~nearest~~Act ~~cent)~~or toanother beexemption. ~~equal~~If tothat ~~115%~~exemption, ofor ~~the~~another ~~greater~~exemption, ofis ~~the~~not ~~Market~~available, ~~Value~~holders ~~and~~will ~~the~~not ~~Newly~~be ~~Issued~~able ~~Price~~to exercise their Warrants on a cashless basis.

~~The Private Placement Warrants are identical to~~Once the ~~Public~~ Warrants ~~underlying~~become ~~the Units sold in the IPO~~exercisable, ~~except that~~ the ~~Private~~Company ~~Placement~~may ~~Warrants~~redeem ~~and~~ the ~~shares of common stock issuable upon the exercise of the Private Placement~~ Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable at the election of the holder on a “cashless basis”.:

~~Neither~~● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days’ prior written notice of redemption, to each Warrant holder; and ● if, and only if, the ~~Private~~reported ~~Placement~~last ~~Warrants~~sale ~~nor~~price of the ~~Public~~ ~~Warrants~~shares ~~contain~~of common stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any ~~provision~~20 ~~that~~trading ~~change~~days ~~dependent~~within ~~upon~~a 30-trading day period ending on the ~~characteristics~~third oftrading day prior to the ~~holder~~date the Company sends the notice of redemption to the Warrant holders.

~~Note~~If and 8when —the ~~Fair~~Warrants ~~Value~~become ~~Measurements~~redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

~~The~~If the ~~fair~~Company ~~value~~calls of the ~~Company’s~~Warrants ~~financial assets~~for ~~and~~redemption, ~~liabilities~~management ~~reflects~~will ~~management’s~~have ~~estimate~~the ofoption ~~amounts~~to require all holders that wish to exercise the ~~Company~~Warrants to ~~would~~do ~~have~~so ~~received~~on a “cashless basis,” as described in ~~connection~~the ~~with~~Public Warrant Agreement and the ~~sale~~Private Warrant Agreement. The exercise price and number of shares of common stock issuable upon exercise of the ~~assets~~Warrants ormay ~~paid~~be adjusted in ~~connection~~certain ~~with~~circumstances including in the ~~transfer~~event of ~~the~~a ~~liabilities~~share individend, anor ~~orderly~~recapitalization, ~~transaction~~reorganization, ~~between~~merger ~~market~~or ~~participants~~consolidation. atHowever, except as described below, the ~~measurement~~Warrants ~~date.~~will Innot ~~connection~~be ~~with~~adjusted ~~measuring~~for ~~the~~issuances ~~fair~~of ~~value~~shares of common stock at a price below its ~~assets~~exercise ~~and~~price. ~~liabilities~~Additionally, in no event will the Company ~~seeks~~be required to ~~maximize~~net cash settle the ~~use~~Warrants. ~~of observable~~If ~~inputs~~the ~~(market~~Company ~~data~~is ~~obtained~~unable ~~from~~to ~~independent~~complete ~~sources)~~a Business Combination within the Combination Period and tothe ~~minimize~~Company liquidates the ~~use~~funds held in the Trust Account, holders of ~~unobservable~~Warrants ~~inputs~~will ~~(internal~~not ~~assumptions~~receive any of such funds ~~about~~with ~~how~~respect ~~market~~to ~~participants~~their ~~would~~Warrants, ~~price~~nor will they receive any distribution from the Company’s assets ~~and~~held ~~liabilities)~~outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

AsIn addition, if (x) the Company issues additional shares of ~~June~~common ~~30,~~stock ~~2025~~or ~~and~~equity-linked ~~December~~securities ~~31,~~for ~~2024,~~capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common ~~assets~~stock ~~held~~(with such issue price or effective issue price to be determined in good faith by the ~~Trust~~Company’s ~~Account~~board ~~were~~of ~~comprised~~directors and, in the case of $3any such issuance to the Sponsor or its affiliates,~~585~~ without taking into account any Founder Shares held by the Sponsor or such affiliates,~~115~~ as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and $3interest thereon,~~666~~ available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),~~439~~ and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, ~~respectively~~the “Market Value”) is below $9.20 per share, ~~held~~the inexercise ~~money~~price ~~market~~of ~~funds~~the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price.

~~All~~The Private ofPlacement ~~the~~Warrants ~~Company’s~~are ~~investments~~identical ~~held~~to in the ~~Trust~~Public ~~Account~~Warrants ~~are~~underlying ~~classified~~the asUnits ~~trading~~sold ~~securities.~~in ~~Net~~the ~~amounts~~IPO, ofexcept ~~$2,869,660~~that the Private Placement Warrants and ~~$2,674,222~~the ~~(net~~shares of ~~approximately~~common ~~$328,000~~stock ~~cash~~issuable ~~deposited to~~upon the ~~Trust~~exercise ~~Account~~of tothe ~~refund~~Private ~~the~~Placement ~~over~~Warrants ~~withdrawal)~~will ~~have~~not ~~been~~be ~~withdrawn~~transferable, ~~from~~assignable or saleable until 30 days after the ~~Trust~~completion ~~Account~~of toa ~~pay~~Business ~~for~~Combination, ~~franchise~~subject ~~and~~to ~~income~~certain ~~taxes~~limited of exceptions. Additionally, the ~~Company~~Private Placement asWarrants ofwill ~~June~~be ~~30,~~exercisable ~~2025~~at ~~and~~the ~~December~~election ~~31,~~of ~~2024,~~the ~~respectively~~holder on a “cashless basis”.

~~The following tables present information about~~Neither the ~~Company’s~~Private ~~assets~~Placement ~~that~~Warrants ~~are~~nor ~~measured~~the atPublic ~~fair~~Warrants ~~value~~contain onany aprovision ~~recurring~~that ~~basis~~change atdependent ~~June~~upon ~~30, 2025 and December 31, 2024 and indicate~~ the ~~fair~~ ~~value~~characteristics ~~hierarchy~~ of the ~~valuation~~holder of ~~inputs~~ the ~~Company utilized to determine such fair value:~~Warrant.

			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
June 30, 2025	Level		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment in Trust Account – Money Market Fund		1	$	3,585,115	$	—	$	—

Note 8 — Fair Value Measurements

			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
December 31, 2024	Level		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment in Trust Account – Money Market Fund		1	$	3,666,439	$	—	$	—

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

~~The following tables present information about~~As ~~the~~of ~~Company’s~~September ~~equity instruments that are measured at fair value at February 9~~30, 2025 and December 531, 2024, ~~and indicate~~ the ~~fair value~~assets ~~hierarchy~~held ofin the ~~valuation~~Trust ~~inputs~~Account ~~the~~were ~~Company~~comprised ~~utilized~~of to$293,283 ~~determine~~and ~~such~~$3,666,439, ~~fair~~respectively, held ~~value:~~in money market funds.

			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
February 9, 2025	Level		(Level 1)		(Level 2)		(Level 3)
Equity:
Fair value of subscription shares		3	$	—	$	—	$	55,500

All of the Company’s investments held in the Trust Account are classified as trading securities. Net amounts of $2,869,660 and $2,674,222 (net of approximately $328,000 cash deposited to the Trust Account to refund the over withdrawal) have been withdrawn from the Trust Account to pay for franchise and income taxes of the Company as of September 30, 2025 and December 31, 2024, respectively.

			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
December 6, 2024	Level		(Level 1)		(Level 2)		(Level 3)
Equity:
Fair value of subscription shares		3	$	—	$	—	$	878,000

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

			Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
September 30, 2025	Level		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment in Trust Account – Money Market Fund		1	$	293,283	$	—	$	—

Liabilities:
Event of default subscription share liability		3	$	—	$	—	$	—
Return of capital subscription shares liability		3	$	—	$	—	$	147,600

~~The subscription shares were valued using the market approach. The following table presents the quantitative information regarding market assumptions used in the valuation of subscription shares:~~21

Inputs	February 9, 2025
				Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Market Price	$	1.00
December 31, 2024	Level			(Level 1)		(Level 2)		(Level 3)
Discount for Lack of Marketability		7	%
Assets:
Discount for Probability of Liquidation		50	%
Investment in Trust Account – Money Market Fund		1		$	3,666,439	$	—	$	—
Discount for Expected Forfeiture		20	%

Inputs	December 6, 2024
Market Price	$	11.92
Discount for Lack of Marketability		8	%
Discount for Probability of Liquidation		50	%
Discount for Expected Forfeiture		20	%

The following tables present information about the Company’s equity instruments that are measured at fair value at August 11, 2025, February 9, 2025 and December 5, 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Note 9 — Segment Information

		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
August 11, 2025	Level	(Level 1)		(Level 2)		(Level 3)
Liabilities:
Return of capital subscription shares liability	3	$	—	$	—	$	147,600

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
February 9, 2025	Level	(Level 1)		(Level 2)		(Level 3)
Equity:
Fair value of 300,000 subscription shares	3	$	—	$	—	$	55,500

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

		Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
December 6, 2024	Level	(Level 1)		(Level 2)		(Level 3)
Equity:
Fair value of 200,000 subscription shares	3	$	—	$	—	$	878,000

The ~~CODM~~return ~~assesses~~of ~~performance~~capital ~~for~~subscription ~~the~~shares ~~single~~liability ~~segment and~~was ~~decides~~valued ~~how~~using ~~to allocate resources based on net (loss) income that also is reported on~~ the ~~unaudited~~market ~~condensed consolidated statements of operations as net (loss) income~~approach. The ~~measure~~following oftable ~~segment~~presents ~~assets is reported on~~ the ~~condensed~~quantitative ~~consolidated~~information ~~balance sheets as total assets. When evaluating the Company’s performance and making key decisions~~ regarding ~~resource~~market ~~allocation,~~assumptions ~~the~~used ~~CODM reviews several key metrics included~~ in ~~net~~the ~~(loss)~~valuation ~~income~~of ~~and~~return ~~total~~of ~~assets,~~capital ~~which~~subscription ~~include~~shares ~~the following~~liability:

	June 30,			December 31,
Inputs	August 11, 2025
	2025			2024
Market Price	$	10.00
Investments held in Trust Account	$	3,585,115		$	3,666,439
Discount for Lack of Marketability		9	%
Cash	$	280,063		$	142,260
Discount for Probability of Liquidation		50	%
Discount for Expected Forfeiture		10	%

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
Inputs	February 9, 2025
	2025			2024		2025		2024
Market Price	$	1.00
General and administrative expenses	$	634,894		$	382,269	$	1,360,614	$	1,158,045
Discount for Lack of Marketability		7	%
Interest income on investments held in Trust Account	$	38,380		$	194,074	$	76,895	$	512,940
Discount for Probability of Liquidation		50	%
Discount for Expected Forfeiture		20	%

Inputs	December 6, 2024
Market Price	$	11.92
Discount for Lack of Marketability		8	%
Discount for Probability of Liquidation		50	%
Discount for Expected Forfeiture		20	%

The CODM reviews interest income on investments held in Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.22

~~General and administrative expenses are reviewed~~The ~~and~~return ~~monitored~~of bycapital ~~the~~subscription ~~CODM~~shares toliability ~~manage and forecast cash to ensure enough capital~~ is ~~available~~accounted tofor ~~complete~~as a ~~business~~liability ~~combination~~in oraccordance ~~similar transaction~~with ~~within~~ASC ~~the~~815-40 ~~business combination period. The CODM also reviews general~~ and ~~administrative~~are ~~costs~~presented toas ~~manage, maintain and enforce~~return ~~all~~of ~~contractual~~capital ~~agreements~~subscription toshares ~~ensure~~liability ~~costs~~on ~~are~~the ~~aligned~~condensed ~~with~~balance ~~all agreements and budget~~sheets. ~~General~~The ~~and~~return ~~administrative costs, as reported on the unaudited condensed consolidated statements~~ of ~~operations,~~capital ~~are~~subscription ~~the~~shares ~~significant~~liability ~~segment~~is ~~expenses~~measured at ~~provided~~fair tovalue ~~the~~at ~~CODM~~inception and on a ~~regular~~ recurring basis., ~~The~~with ~~accounting~~changes ~~policies~~in ~~used~~fair tovalue ~~measure~~presented ~~the~~within ~~profit~~other ~~and~~(expense) ~~loss~~income ~~of the segment are the same as those described~~ in the ~~summary~~condensed statements of ~~significant accounting policies~~operations.

~~All~~The Company ~~other~~established ~~segment~~the ~~items~~initial ~~included~~fair invalue ~~net~~for ~~income or~~the ~~loss~~return ~~are~~of ~~reported~~capital subscription shares liability on August 11, 2025, the ~~unaudited~~date ~~condensed~~of ~~consolidated~~the Company ~~statements~~entered into the Subscription Agreement, using the market approach model, As of ~~operations~~September ~~and~~30, ~~described~~2025, ~~within~~the ~~their~~return ~~respective~~of ~~disclosures~~capital subscription shares liability was valued using the market approach model. Transfers between levels are recognized at the end of each quarterly reporting period. There were no transfers from a Level 3 measurement to a Level 2 or Level 1 fair value measurement during the period ended September 30, 2025.

~~Note~~The following 10tables —present ~~Subsequent~~the ~~Events~~changes in the fair value of Level 3 return of capital subscription shares liability:

The Company has evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date through the date these unaudited condensed consolidated financial statements were issued and determined that there were no subsequent events that would require adjustment or disclosure, except as described below.

	Return of capital subscription shares liability
Fair Value as of December 31, 2024	$	—
Initial measurement on August 11, 2025		164,000
Change in fair value		(16,400	)
Fair Value as of September 30, 2025	$	147,600

On September ~~each of July 8~~30, 2025 ~~and August 11~~, ~~2025,~~ the ~~Company~~ ~~deposited~~estimated ~~$6,203,~~fair onvalue ~~each date, into the Trust Account allowing the Company to extend the period~~ of ~~time it has to consummate its initial Business Combination by a total of two months from July 14, 2025 to September 14, 2025 (~~the ~~“Subsequent~~return ~~Monthly Extensions”). The Subsequent Monthly Extensions are the eighth and ninth~~ of upcapital tosubscription ~~nine~~shares ~~monthly~~liability ~~extensions~~is ~~permitted~~determined ~~under~~using ~~the~~Level ~~Company’s~~3 ~~Charter,~~inputs asutilizing ~~amended by~~ the ~~New~~market ~~Amendment.~~approach model

~~On August 13, 2025, the Company filed with the~~The ~~SEC~~key ainputs preliminary proxy statement for the purpose of holding a special meeting on September 10, 2025, at which the Company’s stockholders will vote on a proposal to amend the Company’s Charter to further extend the date by which the Company must consummate its initial business combination on a monthly basis up to nine times by an additional one month each time from September 14, 2025 until June 14, 2026, provided that the Sponsor or its affiliates or permitted designees will deposit into the ~~Trust~~Market ~~Account~~Approach ~~the~~Model ~~lesser~~as of ~~(a)~~September ~~$25~~30,~~000 and~~ ~~(b) $0.02 for each share of Class A common stock issued and outstanding that is subject to redemption and that has not been redeemed in accordance with the terms of the amended Charter.~~2025:

On August 11, 2025, the Company and Sponsor entered into a Subscription Agreement (the “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $400,000 to Sponsor (for an aggregate of $900,000, such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to cover working capital expenses. The August Subscription Agreement provides that in connection with the Polar Capital Investment, the Company will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 400,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 900,000 shares to be transferred and/or issued to Polar).

Inputs	September 30, 2025
Market Price	$	9.02
Discount for Lack of Marketability		9	%
Discount for Probability of Liquidation		50	%
Discount for Expected Forfeiture		10	%

23Note 9 — Segment Information

~~ITEM~~ASC Topic 2280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating ~~MANAGEMENT~~segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’Ss ~~DISCUSSION~~CODM, ~~AND~~or ~~ANALYSIS~~group, OFin ~~FINANCIAL~~deciding ~~CONDITION~~how ~~AND~~to ~~RESULTS~~allocate OFresources ~~OPERATIONS~~and assess performance.

~~References in this report to “we,”~~The ~~“us,” “Athena,” “SPAC” or the “~~Company”’s ~~refer~~CODM tohas ~~Athena~~been ~~Technology~~identified ~~Acquisition~~as ~~Corp.~~the ~~II. References~~Chief toExecutive ~~our “management” or our “management team” refer to our officers~~Officer, ~~and~~who ~~references~~reviews to the ~~“Sponsor” refer~~assets, tooperating ~~Athena Technology Sponsor II~~results, ~~LLC. The following discussion~~ and ~~analysis~~financial ofmetrics for the Company’s ~~financial~~as ~~condition~~a ~~and~~whole ~~results of~~to ~~operations~~make ~~should~~decisions beabout ~~read~~allocating inresources ~~conjunction~~and ~~with~~assessing ~~the condensed~~ financial ~~statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”)~~performance. ~~Certain~~Accordingly, ~~information contained in the discussion and analysis set~~management ~~forth~~has ~~below~~determined ~~includes~~that ~~forward-looking~~there ~~statements~~is ~~that~~only ~~involve~~one ~~risks~~reportable ~~and uncertainties~~segment.

~~Special Note Regarding Forward-Looking Statements~~23

~~This Quarterly Report includes “forward-looking~~The ~~statements”~~CODM ~~within~~assesses ~~the~~performance ~~meaning~~for ~~of Section 27A of~~ the ~~Securities~~single ~~Act~~segment ~~of 1933, as amended (the “Securities Act”)~~ and ~~Section 21E~~decides ofhow ~~the~~to ~~Securities~~allocate ~~Exchange~~resources ~~Act~~based ofon ~~1934,~~net ~~as amended~~ (~~the “Exchange Act”~~loss) ~~that~~income ~~are not historical facts and involve risks and uncertainties~~ that ~~could~~also ~~cause~~is ~~actual results to differ materially from those expected and projected. All statements, other than statements~~reported ofon ~~historical~~the ~~fact~~unaudited ~~included~~condensed inconsolidated ~~this Quarterly Report including, without limitation,~~ statements ~~in this “Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations” regarding a business combination and related timing and the Company’s financial position, business strategy and the plans and objectives of management for future operations, ~~are forward-looking statements. Words such~~ as ~~“expect,”~~net ~~“believe,”~~(loss) ~~“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements~~income. ~~Such~~The ~~forward-looking~~measure ~~statements relate~~of tosegment ~~future~~assets ~~events~~is orreported ~~future performance, but reflect management’s current beliefs, based~~ on ~~information currently available.~~the Acondensed ~~number~~consolidated ofbalance ~~factors~~sheets ~~could~~as ~~cause~~total ~~actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements~~assets. ~~For~~When ~~information~~evaluating ~~identifying important factors that could cause actual results to differ materially from those anticipated in~~ the ~~forward-looking statements, please refer to the Risk Factors section of the~~ Company’s ~~Annual~~performance ~~Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report on Form 10-K”)~~ and ~~any~~making ~~subsequent~~key ~~Quarterly~~decisions ~~Reports~~regarding onresource ~~Form 10-Q or Current Reports on Form 8-K~~allocation, ~~each~~the ~~filed~~CODM ~~with~~reviews ~~the~~several ~~U.S.~~key ~~Securities~~metrics ~~and~~included ~~Exchange~~in ~~Commission~~net (~~the “SEC”~~loss). ~~The Company’s~~income ~~SEC~~and ~~filings~~total ~~can~~assets, bewhich ~~accessed~~include on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.following:

Overview

	September 30,		December 31,
	2025		2024
Investments held in Trust Account	$	293,283	$	3,666,439
Cash	$	527,152	$	142,260

Athena Technology Acquisition Corp. II was incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses that the Company has not yet consummated (a “Business Combination”).

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
General and administrative expenses	$	202,012	$	452,628	$	1,562,626	$	1,610,673
Interest income on investments held in Trust Account	$	30,558	$	191,561	$	107,453	$	704,501

OnThe CODM ~~April~~reviews ~~19,~~interest ~~2023,~~income ~~the~~on ~~Company~~investments ~~entered~~held ~~into~~in ~~a business~~Trust ~~combination~~Account ~~agreement~~to ~~with~~measure ~~the~~and ~~Air~~monitor ~~Water~~stockholder ~~Company~~value inand ~~order~~determine tothe ~~effect~~most aeffective strategy ~~Business~~of ~~Combination,~~investment ~~but~~with ~~then terminated~~ the ~~agreement on~~Trust ~~December~~Account ~~13,~~funds ~~2023~~while bymaintaining ~~entering~~compliance ~~into~~with athe ~~mutual~~Trust ~~release agreement~~Agreement.

OnGeneral and ~~December~~administrative 4,expenses ~~2024,~~are ~~the~~reviewed ~~Company,~~and monitored by the ~~Sponsor, Ace~~CODM ~~Green~~to ~~Recycling~~manage and ~~Merger~~forecast ~~Sub,~~cash ~~entered~~to ~~into~~ensure ~~the~~enough ~~Business~~capital ~~Combination~~is ~~Agreement, pursuant~~ available to ~~which,~~complete ~~subject~~a tobusiness ~~the~~combination ~~satisfaction~~ or ~~waiver~~ ofsimilar ~~certain~~transaction ~~conditions~~within ~~precedent in~~ the ~~Business~~business ~~Combination~~combination ~~Agreement,~~period. ~~the~~The ~~following~~CODM ~~transactions~~also ~~will~~reviews ~~occur:~~general ~~(a)~~and ~~Merger~~administrative costs ~~Sub~~to ~~will merge~~manage, ~~with~~maintain and ~~into~~enforce ~~Ace~~all ~~Green~~contractual ~~Recycling~~agreements ~~(the~~to ~~“Merger”),~~ensure ~~with~~costs ~~Ace~~are ~~Green~~aligned ~~Recycling~~with ~~surviving~~all ~~the~~agreements ~~Merger~~and asbudget. aGeneral and ~~wholly~~administrative ~~owned~~costs, ~~subsidiary of~~as ~~the~~reported ~~Company~~on ~~and~~ the ~~security~~unaudited ~~holders~~condensed consolidated statements of ~~Ace~~operations, ~~Green~~are ~~Recycling~~the ~~becoming~~significant ~~security~~segment ~~holders~~expenses provided ofto the ~~Company~~CODM ~~and~~on ~~(b)~~a ~~the~~regular ~~other~~basis. ~~transactions contemplated~~The byaccounting ~~the~~policies ~~Business~~used ~~Combination~~to ~~Agreement~~measure the profit and loss of the ~~Ancillary~~segment ~~Documents~~are ~~referred~~the tosame ~~therein~~as ~~(together~~those described ~~with~~in the ~~Merger,~~summary ~~the~~of ~~“Transactions”)~~significant accounting policies.

WeAll other ~~expect~~segment toitems ~~continue~~included ~~to incur significant costs~~ in ~~the~~net ~~pursuit~~income ofor ~~our~~loss ~~acquisition~~are ~~plans.~~reported Weon ~~cannot~~the ~~assure~~unaudited ~~you~~condensed ~~that~~consolidated ~~our~~statements ~~plans~~of tooperations ~~complete~~and described awithin ~~Business~~their ~~Combination~~respective ~~with Ace Green Recycling will be successful~~disclosures.

~~Proposed~~Note 10 ~~Business~~— ~~Combination~~Subsequent Events

~~Pursuant to the Business Combination Agreement,~~The atCompany ~~the~~has ~~effective~~evaluated ~~time~~subsequent ofevents ~~the Merger, each outstanding share of common stock of Ace Green Recycling (other than any excluded shares~~ and ~~dissenting~~ ~~shares)~~transactions ~~shall~~that beoccurred ~~converted~~after ~~into~~ the ~~right~~condensed toconsolidated ~~receive~~balance ~~(i)~~sheet adate ~~number~~through ~~of shares of Company common stock equal to~~ the ~~a specified~~ ~~exchange~~date ~~ratio~~these ~~and~~unaudited ~~(ii)~~condensed aconsolidated ~~pro~~financial ~~rata~~statements ~~portion~~were ofissued ~~any~~and ~~Earnout~~determined ~~Shares~~ that ~~the~~there ~~Company~~were isno ~~obligated~~subsequent toevents ~~issue~~that would ~~pursuant~~require toadjustment ~~the~~or ~~terms~~disclosure, ofexcept ~~the~~as ~~Business Combination~~described ~~Agreement~~below.

~~The~~On ~~Business~~each ~~Combination~~of ~~Agreement~~October 7, ~~subject~~2025, ~~to the~~November ~~terms~~4, 2025 and ~~conditions~~December ~~set~~8, ~~forth therein~~2025, ~~provides~~the ~~that~~Company ~~Athena~~deposited ~~will~~$497.74 ~~issue~~into upthe toTrust ~~an aggregate 10~~Account,~~500,000~~ ~~shares~~allowing ofthe ~~its~~Company ~~common~~to ~~stock~~extend (the ~~“Earnout~~ ~~Shares”)~~period of time it has to ~~Ace~~consummate ~~Green~~its ~~Recycling’s~~initial ~~shareholders~~business ~~and~~combination upby toone anmonth ~~aggregate~~per ofdeposit 1from October 14,~~500~~ 2025 to January 14,~~000~~ ~~shares~~2026 of(the ~~its~~“Monthly ~~common~~Extension”). ~~stock to~~The ~~Sponsor~~last ~~based~~Monthly onExtension is the ~~trading~~fourth ~~prices~~ of ~~Athena’s~~up ~~common~~to ~~stock~~nine ~~during~~potential ~~the~~monthly ~~five-year~~extensions ~~period~~permitted ~~following~~under the ~~closing~~Company’s Amended and Restated Certificate of ~~the~~Incorporation, ~~Merger (the~~as ~~“Closing”)~~amended.

~~Voting and Support Agreements~~24

~~In connection with the execution of the Business~~ITEM ~~Combination~~2. ~~Agreement,~~MANAGEMENT’S ~~Sponsor~~DISCUSSION ~~entered~~AND ~~into~~ANALYSIS aOF ~~Voting~~FINANCIAL ~~and~~CONDITION ~~Support~~AND ~~Agreement~~RESULTS ~~(the~~OF “Sponsor Support Agreement”) with Athena and Ace Green Recycling, pursuant to which Sponsor has agreed to, among other things, (a) vote at any meeting of Athena shareholders to be called for approval of the Business Combination Agreement, the Merger, and the other Transactions all shares of Athena Class A Common Stock (together with any warrants to acquire Athena Class A Common Stock, the “Sponsor Securities”) beneficially owned or thereafter acquired in favor of the Business Combination Agreement, the Merger, and the other Transactions, (b) be bound by certain other covenants and agreements related to the Transactions and (c) be bound by certain transfer restrictions with respect to the Sponsor Securities, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.OPERATIONS

InReferences in ~~connection~~this ~~with~~report ~~the~~to ~~execution~~“we,” of“us,” ~~the Business Combination Agreement~~“Athena,” ~~certain~~“SPAC” ~~Ace~~or ~~Green Recycling shareholders entered into a Voting and Support Agreement (~~the “~~Ace Green Recycling Support Agreement~~Company”) ~~with~~refer to Athena ~~and~~Technology ~~Ace~~Acquisition ~~Green~~Corp. ~~Recycling,~~II. ~~pursuant~~References to ~~which~~our ~~each~~“management” ~~such~~or ~~Ace~~our ~~Green~~“management ~~Recycling~~team” ~~shareholder~~refer ~~has~~to ~~agreed~~our toofficers, ~~among~~and ~~other~~references ~~things,~~to ~~(a)~~the ~~vote~~“Sponsor” atrefer ~~any meeting of Ace Green Recycling’s shareholders~~ to beAthena ~~called~~Technology ~~for~~Sponsor ~~approval of~~II, ~~among~~LLC. ~~other things,~~The ~~the~~following ~~Business~~discussion ~~Combination Agreement~~ and ~~the Transactions all~~ analysis of ~~such~~the ~~Ace Green Recycling shareholder~~Company’s ~~shares~~financial ofcondition ~~Ace~~and ~~Green Recycling~~results ~~common~~of ~~stock~~operations ~~(the~~should ~~“Ace~~be ~~Green~~read ~~Recycling Securities”) beneficially owned or thereafter acquired~~ in ~~favor~~conjunction ofwith the ~~Transactions, (b)~~condensed befinancial ~~bound by certain other covenants~~ statements and ~~agreements related to~~ the ~~Transactions~~notes ~~and~~thereto ~~(c)~~contained beelsewhere ~~bound~~in bythis ~~certain~~Quarterly ~~transfer~~Report ~~restrictions with~~on ~~respect~~Form to10-Q ~~the~~(this ~~Ace~~“Quarterly ~~Green~~Report”). ~~Recycling~~Certain ~~Securities,~~information contained in ~~each case, on~~ the ~~terms~~discussion and ~~subject~~analysis toset ~~the~~forth ~~conditions~~below ~~set~~includes ~~forth~~forward-looking instatements ~~the~~that ~~Ace~~involve ~~Green Recycling~~risks ~~Support~~and ~~Agreement~~uncertainties.

24Special Note Regarding Forward-Looking Statements

~~Lock~~This Quarterly Report includes “forward-Uplooking ~~Agreements~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding a business combination and related timing and the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report on Form 10-K”) and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, each filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s SEC filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

In connection with the Closing, certain Ace Green Recycling shareholders will each enter into an agreement (the “Ace Green Recycling Shareholder Lock-Up Agreement”) providing that each such Ace Green Recycling shareholder will not, subject to certain exceptions, transfer its shares of Athena common stock during the period commencing on the closing date of the business combination and ending 180 days thereafter.Overview

InAthena Technology ~~connection~~Acquisition ~~with~~Corp. ~~the~~II ~~Closing,~~was ~~Sponsor~~incorporated ~~will~~in ~~enter into~~Delaware anon ~~agreement~~May ~~(the~~20, ~~“Sponsor~~2021. ~~Lock-Up~~The ~~Agreement”)~~Company ~~providing~~was ~~that~~formed ~~Sponsor~~for ~~will~~the ~~not,~~purpose ~~subject~~of toentering ~~certain~~into a ~~exceptions~~merger, ~~transfer its~~stock ~~shares~~exchange, ofasset ~~Athena~~acquisition, ~~common~~ stock ~~during~~purchase, ~~the~~reorganization ~~period~~or ~~commencing~~other onsimilar ~~the~~business ~~closing~~transaction ~~date~~with ofone or more businesses that the ~~business~~Company ~~combination~~has ~~and~~not ~~ending~~yet ~~180~~consummated ~~days~~(a ~~thereafter~~“Business Combination”).

~~New~~On April ~~Registration~~19, ~~Rights~~2023, ~~Agreement~~the Company entered into a business combination agreement with the Air Water Company in order to effect a Business Combination, but then terminated the agreement on December 13, 2023 by entering into a mutual release agreement.

~~The~~On December ~~Business~~4, ~~Combination~~2024, ~~Agreement~~the ~~contemplates that~~Company, at the ~~Closing~~Sponsor, ~~certain~~ Ace Green Recycling ~~equity holders, Sponsor~~ and ~~Athena~~Merger ~~will~~Sub, ~~enter~~entered into ~~a Registration Rights Agreement (~~the ~~“New~~ ~~Registration~~Business ~~Rights~~Combination Agreement”), pursuant to which, ~~Athena~~subject ~~will agree~~ to ~~register~~the ~~for~~satisfaction ~~resale~~or ~~certain~~waiver ~~shares~~ of ~~Athena’s common~~certain ~~stock~~conditions ~~and~~precedent ~~other~~in ~~equity securities of Athena that are held by~~ the ~~parties~~Business ~~thereto.~~Combination ~~Pursuant~~Agreement, to the ~~New Registration Rights Agreement,~~following ~~Athena~~transactions will ~~agree~~occur: ~~to file~~ (a) ~~shelf~~Merger ~~registration~~Sub ~~statement~~will ~~registering~~merge ~~the~~with ~~sale~~and orinto ~~resale~~Ace ofGreen ~~all~~Recycling of (the ~~Registrable~~“Merger”), ~~Securities~~with ~~(as~~Ace ~~defined~~Green Recycling insurviving the ~~New~~Merger ~~Registration~~as ~~Rights~~a ~~Agreement)~~wholly ~~within~~owned 30subsidiary ~~days~~of ~~after~~ the ~~closing~~Company ~~date~~and of the ~~business~~security ~~combination.~~holders ~~Athena~~of ~~will~~Ace ~~also~~Green ~~agree~~Recycling ~~to provide~~becoming ~~customary~~security ~~“piggyback”~~holders of ~~registration~~the ~~rights,~~Company ~~subject~~and to(b) ~~certain~~the ~~requirements~~other ~~and~~transactions ~~customary~~contemplated ~~conditions.~~by ~~The~~the ~~New~~Business ~~Registration Rights~~Combination Agreement ~~will~~and ~~also~~the ~~provide~~Ancillary ~~that~~Documents ~~Athena will pay certain expenses relating~~ referred to ~~such~~therein ~~registrations~~(together ~~and~~with ~~indemnify~~ the ~~shareholders against~~Merger, ~~certain~~the ~~liabilities~~“Transactions”).

~~Stockholder~~We expect ~~Meetings~~to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination with Ace Green Recycling will be successful.

~~On June 13, 2023, the Company held a special meeting~~Proposed ofBusiness its stockholders (the “First Extension Special Meeting”), at which the stockholders approved proposals to amend the Company’s amended and restated certificate of incorporation, as amended and corrected (“Charter”) to (i) extend the date by which the Company must consummate its initial business combination from June 14, 2023 to up to March 14, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 (the date which is 18 months from the closing date of the IPO, the “First Current Outside Date”) until March 14, 2024 (the date which is 27 months from the closing date of the IPO), or a total of up to nine months after the First Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the amended Charter and (ii) provide holders of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”), the right to convert any and all of their Class B common stock into the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on a one-for-one basis prior to the closing of a business combination at the election of the holder. The Company filed an amendment to the Charter to reflect the accepted proposals on June 13, 2023. In connection with the First Extension Special Meeting, 23,176,961 shares of the Company’s Class A common stock were redeemed.Combination

~~On March 12, 2024, the Company held a special~~Pursuant ~~meeting~~to ~~of its stockholders (~~the ~~“Second~~Business ~~Extension~~Combination ~~Special Meeting”)~~Agreement, at ~~which~~ the ~~stockholders~~effective ~~approved~~time ~~proposals~~of ~~to further amend~~ the ~~Charter~~Merger, ~~to (i) further extend the date by which the Company must consummate its initial business combination on a monthly basis for up to nine times by an additional one month~~ each ~~time~~outstanding ~~for~~share ~~a total~~ of upcommon tostock ~~nine months from March 14, 2024 (the date which is 27 months from the closing date~~ of ~~the~~Ace ~~Company’s~~Green ~~IPO) to December 14, 2024~~ Recycling (~~the~~other ~~date~~than ~~which~~any isexcluded 36shares ~~months~~and ~~from~~dissenting ~~the closing date of the IPO~~shares) ~~provided~~ ~~that~~shall ~~the~~be ~~Sponsor~~converted ~~or its affiliates or permitted designees deposit~~ into the ~~Trust~~right ~~Account~~to ~~the~~receive ~~lesser of~~ (ai) ~~$40,000~~a ~~and~~number ~~(b)~~of ~~$0.02 for~~shares ~~each share~~ of ~~the~~ Company’s common stock ~~issued~~equal ~~and~~to ~~outstanding that has not been redeemed in accordance with~~ the ~~terms~~a ofspecified ~~the Charter~~exchange ~~upon~~ratio ~~the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred~~ and (ii) ~~eliminate~~a ~~the~~pro ~~limitation~~rata ~~that~~portion ~~the~~of ~~Company~~any ~~may~~Earnout ~~not~~Shares ~~redeem public shares in an amount~~ that ~~would cause~~ the Company~~’s net~~ ~~tangible~~is ~~assets to be less than $5,000,001 immediately prior to or upon consummation of an initial business combination. The Company~~obligated ~~filed an amendment~~ to ~~the~~issue ~~Charter~~pursuant to ~~reflect~~ the ~~accepted~~terms ~~proposals on March 12, 2024. In connection with the Second Extension Special Meeting, 910,258 shares~~ of the ~~Company’s~~Business ~~Class~~Combination ~~A common stock were redeemed~~Agreement.

~~On December 10, 2024, the Company held an annual~~The ~~meeting~~Business ofCombination ~~its stockholders (the “2024 Annual Meeting”)~~Agreement, atsubject ~~which the stockholders approved the proposal~~ to ~~amend~~ the ~~Charter to~~terms ~~further~~and ~~extend~~conditions ~~the~~set ~~date~~forth bytherein, ~~which~~provides ~~the~~that ~~Company~~Athena ~~must~~will ~~consummate~~issue ~~its initial business combination on a monthly basis for~~ up to ~~nine~~an ~~times~~aggregate by10,500,000 anshares ~~additional one month each time for a total~~ of upits tocommon ~~nine~~stock ~~months from December 14, 2024 to September 14, 2025~~ (the “~~Third~~Earnout ~~Extension~~Shares”)~~, provided~~ ~~that~~to ~~the~~Ace ~~Sponsor~~Green orRecycling’s ~~its~~shareholders ~~affiliates~~and orup ~~permitted~~to ~~designees~~an ~~deposit into the Trust Account the lesser~~ aggregate of ~~(a) $25~~1,500,000 ~~and~~shares ~~(b) $0.02 for each share~~ of ~~the~~its ~~Company’s~~ common stock ~~issued~~to ~~and~~Sponsor ~~outstanding~~based ~~that~~on ~~has not been redeemed in accordance with~~ the ~~terms~~trading ofprices ~~the Charter upon the election~~ of ~~each such one-month extension unless the closing of the Company~~Athena’s ~~initial~~common ~~business~~stock ~~combination~~during ~~shall have occurred. The Company filed an amendment to~~ the ~~Charter~~five-year toperiod following ~~reflect~~ the ~~accepted~~closing ~~proposals~~of ~~on December 10, 2024. In connection with~~ the ~~Third~~Merger ~~Extension, 977,625 shares of~~ (the ~~Company’s Class A common stock were redeemed~~“Closing”).

~~Trust~~Voting and ~~Deposits~~Support Agreements

OnIn connection ~~January~~with 8,the ~~2024,~~execution of the ~~Company~~Business ~~deposited~~Combination ~~$60~~Agreement,~~000~~ Sponsor entered into ~~the~~a ~~Trust~~Voting ~~Account~~and ~~allowing~~Support Agreement (the ~~Company~~“Sponsor Support Agreement”) with Athena and Ace Green Recycling, pursuant to ~~extend~~which Sponsor has agreed to, among other things, (a) vote at any meeting of Athena shareholders to be called for approval of the ~~period~~Business Combination Agreement, the Merger, and the other Transactions all shares of ~~time~~Athena itClass ~~has~~A common stock (together with any warrants to ~~consummate~~acquire ~~its~~Athena ~~initial~~Class A common stock, the “Sponsor Securities”) beneficially owned or thereafter acquired in favor of the Business Combination Agreement, the Merger, and the other Transactions, (b) be bound by ~~one~~certain other covenants and agreements related to the Transactions and (c) be bound by certain transfer restrictions with ~~month~~respect ~~from~~to ~~January~~the 14Sponsor Securities, ~~2024~~in each case, on the terms and subject to ~~February~~the ~~14,~~conditions ~~2024~~set forth in the Sponsor Support Agreement.

OnIn connection ~~February~~with 9,the ~~2024,~~execution of the ~~Company~~Business ~~deposited~~Combination ~~$60~~Agreement,~~000~~ certain Ace Green Recycling shareholders entered into ~~the~~a ~~Trust~~Voting ~~Account~~and Support ~~allowing~~Agreement (the ~~Company~~“Ace Green Recycling Support Agreement”) with Athena and Ace Green Recycling, pursuant to ~~extend~~which ~~the~~each such ~~period~~Ace ofGreen ~~time~~Recycling itshareholder has agreed to, ~~consummate~~among ~~its~~other ~~initial~~things, (a) vote at any meeting of Ace Green Recycling’s shareholders to be called for approval of, among other things, the Business Combination byAgreement ~~one~~and the Transactions all of such Ace Green Recycling ~~month~~shareholder’s ~~from~~shares ~~February~~of 14Ace Green Recycling common stock (the “Ace Green Recycling Securities”) beneficially owned or thereafter acquired in favor of the Transactions, ~~2024~~(b) be bound by certain other covenants and agreements related to ~~March~~the 14Transactions and (c) be bound by certain transfer restrictions with respect to the Ace Green Recycling Securities, ~~2024~~in each case, on the terms and subject to the conditions set forth in the Ace Green Recycling Support Agreement.

~~On each of March 13, 2024, April 16, 2024, May~~Lock-Up 14, 2024, June 14, 2024, July 10, 2024, August 8, 2024, September 12, 2024, October 15, 2024 and November 11, 2024, the Company deposited $25,756 into the Trust Account, or an aggregate of $231,800, allowing the Company to extend the period of time it has to consummate its initial Business Combination by one month from March 14, 2024 to December 14, 2024.Agreements

OnIn connection ~~each~~with ofthe ~~December 11~~Closing, ~~2024,~~certain ~~January~~Ace ~~10,~~Green ~~2025, February~~Recycling ~~10,~~shareholders ~~2025,~~will ~~March~~each 6,enter ~~2025,~~into ~~April~~an 7,agreement ~~2025,~~(the ~~May~~“Ace 7,Green ~~2025,~~Recycling Shareholder ~~June~~Lock-Up 6,Agreement”) ~~2025,~~providing ~~July~~that 8,each ~~2025~~such ~~and~~Ace ~~August~~Green ~~11,~~Recycling ~~2025~~shareholder will not, ~~the~~subject ~~Company~~to ~~deposited~~certain $6exceptions,~~203~~ ~~into~~transfer ~~the~~its ~~Trust~~shares ~~Account,~~of orAthena ancommon ~~aggregate~~stock ofduring ~~$55,827, allowing~~ the ~~Company~~period tocommencing ~~extend~~on the ~~period~~closing date of ~~time~~the itbusiness ~~has~~combination toand ~~consummate~~ending ~~its initial~~180 ~~Business~~days ~~Combination by one month from December 14, 2024 to September 14, 2025~~thereafter.

~~NYSE~~In connection ~~American~~with ~~Notifications~~the Closing, Sponsor will enter into an agreement (the “Sponsor Lock-Up Agreement”) providing that Sponsor will not, subject to certain exceptions, transfer its shares of Athena common stock during the period commencing on the closing date of the business combination and ~~Delisting~~ending 180 days thereafter.

On July 17, 2023, our Board of Directors authorized the transfer of the listing of our Class A common stock, par value $0.0001 per share (“Class A common stock”), redeemable warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share (the “Warrants”), and units, each consisting of one share of Class A common stock and one-half of one Warrant (the “Units” and together with the Class A common stock and the Warrants, the “Listed Securities”), from the New ~~York Stock Exchange (the “NYSE”)~~ toRegistration ~~the~~Rights NYSE American LLC (the “NYSE American”). The listing and trading of the Listed Securities on the NYSE ended at market close on July 20, 2023, and the trading of the Listed Securities on the NYSE American commenced at market open on July 21, 2023.Agreement

~~On each of April 17, 2024 and November 20, 2024,~~The ~~the~~Business ~~Company~~Combination ~~received~~Agreement ancontemplates ~~official notice of noncompliance from NYSE Regulation stating~~ that, itat ~~was not in compliance with NYSE American continued listing standards under~~ the ~~timely~~Closing, ~~filing~~certain ~~criteria~~Ace ~~included~~Green inRecycling ~~Section~~equity ~~1007 of the NYSE American Company Guide due to the failure to timely file the Annual Report on Form 10-K by the filing due date of April 16~~holders, ~~2024~~Sponsor and ~~the~~Athena ~~Quarterly Report on Form 10-Q for the quarter~~will ~~ended~~enter ~~September~~into ~~30,~~a ~~2024~~Registration byRights ~~the~~Agreement ~~filing due date of November 19, 2024, respectively~~ (the “~~Filing~~New ~~Delinquencies”.)~~Registration ~~The~~Rights ~~Company filed its Annual Report on Form 10-K~~Agreement”), ~~the~~pursuant ~~Quarterly~~to ~~Report~~which onAthena ~~Form~~will ~~10-Q for the three months ended March 31, 2024, the Quarterly Report~~agree onto ~~Form~~register ~~10-Q~~ for ~~the~~resale ~~three~~certain ~~months~~shares ~~ended~~of ~~June~~Athena’s ~~30,~~common ~~2024~~stock and ~~the~~other ~~Quarterly~~equity ~~Report~~securities onof ~~Form~~Athena ~~10-Q~~that ~~for~~are ~~the~~held ~~three~~by ~~months~~the ~~ended September 30, 2024,~~parties ~~and~~thereto. ~~believed~~Pursuant itto ~~had cured~~ the ~~Filing~~New ~~Delinquencies.~~Registration OnRights ~~October 21~~Agreement, ~~2024,~~Athena ~~the~~will ~~Company~~agree ~~received~~to file a ~~letter~~shelf ~~from~~registration ~~the~~statement ~~NYSE~~registering ~~notifying~~ the ~~Company~~ ofsale ~~its~~or ~~past~~resale ~~due~~of ~~annual~~all ~~listing~~of ~~fees. On December 10, 2024,~~ the ~~Company~~Registrable ~~received~~Securities a(as ~~letter~~defined ~~from~~in the ~~NYSE~~New ~~stating~~Registration ~~that~~Rights ~~the~~Agreement) ~~staff~~within of30 ~~NYSE Regulation~~days ~~has~~after ~~determined to commence proceedings to delist~~ the ~~Company’s (i) Class A common stock (ii) Units, and (iii) Warrants~~closing ~~pursuant~~date ~~to Sections 119(b) and 119(f)~~ of the ~~NYSE~~business ~~American~~combination. ~~Company~~Athena ~~Guide~~will ~~because~~also ~~the~~agree ~~Company failed~~ to ~~consummate~~provide acustomary ~~Business~~“piggyback” ~~Combination within 36 months of the effectiveness of its initial public offering~~ registration ~~statement~~rights, orsubject ~~such shorter period that the Company specified~~to incertain ~~its~~requirements ~~registration~~and ~~statement~~customary conditions. AsThe aNew ~~result~~Registration ofRights ~~the~~Agreement ~~determination,~~will ~~trading~~also ofprovide ~~the~~that ~~Listed~~Athena ~~Securities~~will onpay ~~NYSE~~certain ~~American was suspended on December~~expenses ~~10,~~relating ~~2024~~to ~~and~~such ~~delisted~~registrations ~~on December 30, 2024. Our Class A common stock, Units~~ and ~~Warrants~~indemnify ~~currently trade on OTC Pink under~~ the ~~symbols “ATEK,”~~shareholders ~~“ATEK.U”~~against ~~and~~certain ~~“ATEK WS,” respectively~~liabilities.

~~Use of Restricted Funds~~Stockholder Meetings

~~Through~~On June ~~April~~13, 2023, the Company ~~withdrew~~held ~~$356~~a special meeting of its stockholders (the “First Extension Special Meeting”),~~693~~ at which the stockholders approved proposals to amend the Company’s amended and restated certificate of ~~interest~~incorporation, as amended and ~~dividend~~corrected (“Charter”) ~~income~~to ~~earned~~(i) inextend the date by which the Company must consummate its initial business combination from June 14, 2023 to up to March 14, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 until March 14, 2024, or a total of up to nine months, provided that the Sponsor or its affiliates or permitted designees deposited into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for ~~payment~~each share of common stock issued and outstanding that was subject to redemption and that had not been redeemed in accordance with the terms of the amended Charter and (ii) provided holders of the Company’s ~~2021~~Class B common stock, par value $0.0001 per share (the “Class B common stock”), the right to convert any and ~~2022~~all ~~franchise~~of ~~tax~~their ~~liabilities~~Class B common stock into the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), on a one-for-one basis prior to the closing of a business combination at the election of the holder. The Company ~~settled~~filed an amendment to the ~~2021~~Charter ~~and~~to ~~2022~~reflect ~~franchise~~the ~~tax~~accepted ~~liabilities~~proposals ofon ~~$356~~June 13,~~693~~ in2023. ~~April~~In ~~2023~~connection with the First Extension Special Meeting, 23,176,961 shares of the Company’s Class A common stock were redeemed.

On March ~~June 21~~12, ~~2023~~2024, the Company ~~withdrew~~held ~~from~~a special meeting of its stockholders (the “Second Extension Special Meeting”), at which ~~Trust~~the ~~Account~~stockholders anapproved ~~aggregate~~proposals ~~amount~~to offurther ~~$2.4~~amend ~~million~~the Charter to be(i) ~~used~~further extend the date by which the Company must consummate its initial business combination on a monthly basis for ~~tax~~up ~~purposes.~~to Itnine ~~was~~times ~~determined~~by asan ofadditional ~~June~~one ~~30,~~month ~~2023~~each ~~that~~time ~~the~~for ~~withdrawal~~a total of up to nine ~~amount~~months ~~was~~from ~~approximately~~March ~~$328~~14,~~000~~ in2024 ~~excess~~to ofDecember 14, 2024 provided that the ~~amount~~Sponsor ~~necessary~~or ~~for~~its ~~tax~~affiliates ~~purposes.~~or Aspermitted adesignees ~~result,~~deposited into the Trust ~~overdrawn~~Account ~~amount~~the lesser of (a) $~~328~~40,000 ~~was allocated~~and ~~back~~(b) to$0.02 ~~the~~for ~~contingently~~each ~~redeemable~~share ~~Class~~of Athe Company’s common stock issued and outstanding that was subject to ~~possible~~ redemption and ~~distributed~~that ~~back~~had tonot been redeemed upon the ~~Trust~~election ~~Account on~~of ~~August~~each ~~17,~~such ~~2023.~~one-month Asextension unless the closing of ~~December~~the Company’s ~~31,~~initial ~~2023,~~business ~~after~~combination ~~the~~had ~~overdrawn~~occurred ~~amount~~and ~~was~~(ii) ~~returned~~eliminated tothe limitation that the ~~Trust~~Company ~~Account,~~may ~~approximately~~not ~~$2.1~~redeem ~~million~~public shares ofin ~~restricted~~an ~~funds~~amount ~~remained~~that inwould cause the Company’s ~~operating~~net ~~account~~tangible ~~for~~assets ~~future~~to ~~payment~~be ofless ~~franchise~~than ~~and~~$5,000,001 ~~income~~immediately ~~taxes~~prior ~~(the~~to ~~“Restricted~~or upon consummation ~~Funds”).~~of Onan ~~March~~initial ~~19,~~business ~~2024,~~combination. ~~the~~The Company ~~withdrew~~filed an ~~additional~~amendment ~~$252,108~~to ~~from~~ the ~~Trust~~Charter ~~Account~~ to ~~pay~~reflect the ~~Company’s~~accepted ~~franchise and~~proposals ~~income~~on ~~taxes~~March ~~payable~~12, ~~increasing~~2024. In connection with the ~~Restricted~~Second ~~Funds~~Extension toSpecial ~~$2.3~~Meeting, ~~million~~910,258 asshares of ~~March~~the ~~31,~~Company’s ~~2024~~Class A common stock were redeemed.

~~Though~~On December ~~March 31~~10, 2024, the Company ~~used~~held ~~portions~~ an annual meeting of its stockholders (the ~~Restricted~~“Third ~~Funds~~Extension Meeting”), at which the stockholders approved the proposal to ~~pay~~amend ~~for~~the ~~general~~Charter ~~operating~~to ~~expenses~~further inextend the ~~aggregate~~date ~~amount~~by ofwhich ~~$669,440.~~the ~~Management~~Company ~~later~~must ~~determined~~consummate ~~that~~its ~~this~~initial business combination ~~use~~on ofa ~~Restricted~~monthly ~~Funds~~basis ~~was~~for ~~not~~up into ~~accordance~~nine ~~with~~times ~~the~~by ~~Charter~~an ~~and~~additional ~~the~~one ~~amended~~month ~~Trust~~each ~~Agreement.~~time Onfor ~~April~~a 10total of up to nine months from December 14, 2024 to September 14, 2025 (the ~~misallocated~~“Third ~~$669~~Extension”),~~440~~ provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of ~~Restricted~~(a) ~~Funds~~$25,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that was ~~replenished~~subject to redemption and that had not been redeemed upon the election of each such one-month extension unless the closing of the Company’s ~~operating~~initial ~~account~~business incombination had occurred. The Company filed an amendment to the ~~form~~Charter to reflect the accepted proposals on December 10, 2024. In connection with the Third Extension, 977,625 shares of anthe ~~intercompany~~Company’s ~~loan~~Class ~~made~~A bycommon ~~Sponsor~~stock were redeemed.

On April 3, 2024, the Company paid $720,192 to satisfy income tax liabilities for 2022. On May 16, 2024, the Company paid $820,571 of its 2023 income tax liabilities and on July 22, 2024, the Company paid $79,849 of its 2023 Delaware franchise tax liabilities. During September 2024, the Company paid $658,686 of its 2024 income taxes, inclusive of $43,257 of interest and penalties incurred. On May 21, 2025, the Company paid $171,778 of its 2023 tax penalties and interest. As of June 30, 2025, the total amount of prepaid income taxes was $598,519, and the remaining restricted cash balance amounted to $0.26

26On September 10, 2025, the Company held a special meeting of its stockholders (the “Fourth Extension Special Meeting”), at which the stockholders approved the proposal to further amend the Charter to further extend the date by which the Company must consummate its initial business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from September 14, 2025 to June 14, 2026 (the “Fourth Extension”), provided that the Sponsor or its affiliates or permitted designees deposit into the Trust Account the lesser of (a) $25,000 and (b) $0.02 for each share of the Company’s common stock issued and outstanding that is subject to redemption and that has not been redeemed upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred. The Company filed an amendment to the Charter to reflect the accepted proposals on September 10, 2025. In connection with the Fourth Extension Special Meeting, 285,269 shares of the Company’s Class A common stock were redeemed.

~~Company Funding~~Trust Deposits

On January ~~July 26~~8, 2024, the Company ~~issued~~deposited an$60,000 ~~unsecured promissory~~into ~~note to~~ the ~~Sponsor~~Trust ~~with~~Account aallowing ~~principal~~the ~~amount~~Company ~~equal~~ to ~~$422,182.~~extend ~~The~~the ~~Note~~period isof ~~non-interest~~time ~~bearing~~it ~~and~~has ~~payable~~to ~~on the earlier~~consummate ofits ~~July 26, 2026 or the Company’s~~ initial Business Combination. ~~The Note may be converted into equity securities of the Company on mutually agreeable terms if consented to in writing~~ by ~~the~~one ~~Sponsor.~~month Asfrom ofJanuary ~~June 30~~14, ~~2025,~~2024 ~~the~~to ~~Company~~February ~~received the full principal amount of $422~~14,~~182~~ ~~under this note~~2024.

On February ~~October 10~~9, 2024 ~~(effective on April 10~~, ~~2024),~~ the Company ~~issued~~deposited ~~an unsecured and non-interest-bearing promissory note to the Sponsor with a principal amount equal to~~ $160,~~500,~~000 ~~to cover~~into the ~~monthly~~Trust ~~extension~~Account ~~payments~~allowing of the Company ~~and~~to ~~for~~extend ~~working capital purposes. The note is payable in full upon~~ the ~~earlier~~period of ~~(a)~~ ~~April~~time ~~10,~~it ~~2026~~has ~~(b)~~to ~~the~~consummate its ~~date~~initial ~~the~~Business ~~Company~~Combination ~~consummates~~by aone ~~business~~month ~~combination. The Company drew $800,000~~ from ~~this~~February ~~note on April 10~~14, 2024 to ~~replenish~~March ~~the~~14, ~~misallocated Restricted Funds~~2024.

On each ~~December~~of 6March 13, 2024, ~~the~~April ~~Company~~16, ~~and~~2024, ~~Sponsor~~May ~~entered into~~14, an2024, ~~Amended~~June ~~and~~14, ~~Restated~~2024, ~~Subscription~~July ~~Agreement~~10, ~~(the~~2024, ~~“Subscription~~August ~~Agreement”)~~8, ~~with Polar Multi-Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $200~~2024,~~000~~ toSeptember ~~Sponsor (for an aggregate of $500~~12,~~000,~~ ~~such funded amounts~~2024, ~~the~~October ~~“Polar Capital Investment”)~~15, ~~which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which~~2024 ~~the Company must consummate an initial Business Combination~~ and toNovember ~~cover~~11, ~~working capital expenses. The Subscription Agreement provides that in connection with the Polar Capital Investment~~2024, the Company ~~will~~deposited ~~repay~~$25,756 ~~the~~into ~~entire balance of~~ the ~~Polar~~Trust ~~Capital~~Account, ~~Investment~~or toan ~~Polar within~~aggregate ~~five business days~~ of ~~the~~$231,800, ~~closing~~allowing ~~of an initial Business Combination of~~ the Company ~~and~~to ~~that Sponsor will transfer and/or~~ extend the ~~Company will~~period ~~issue on Sponsor’s behalf an additional 200,000 shares~~ of ~~Class~~time Ait ~~common~~has ~~stock~~ to ~~Polar~~consummate ~~immediately~~its ~~prior to the closing of an~~ initial Business Combination offrom ~~the~~March ~~Company (for an aggregate of 500~~14,~~000~~ ~~shares~~2024 to beDecember ~~transferred~~14, ~~and/or issued to Polar)~~2024.

On each ~~February~~of 9December 11, ~~2025~~2024, ~~the~~January ~~Company~~10, ~~and~~2025, ~~Sponsor~~February ~~entered into~~10, a2025, ~~Subscription~~March ~~Agreement~~6, ~~(the~~2025, ~~“February~~April 7, 2025, ~~Subscription~~May ~~Agreement”)~~7, ~~with~~2025, ~~Kevin~~June ~~Wright~~6, ~~and~~2025, ~~Jeanine~~July ~~Percival~~8, ~~Wright Revocable~~2025 ~~Trust~~and ~~(the~~August ~~“Investor”)~~11, ~~pursuant~~2025, ~~to which~~ the ~~Investor~~Company ~~contributed~~deposited ~~an additional~~ $~~500~~6,~~000~~203 tointo ~~Sponsor (~~the ~~“Contribution”)~~Trust Account, ~~which~~ inor ~~turn~~an ~~was~~aggregate ~~loaned by Sponsor to the Company to fund any additional extensions~~ of ~~the~~$55,827, ~~date~~allowing ~~by which~~ the Company ~~must consummate an initial Business Combination and~~ to ~~cover working capital expenses. The February 2025 Subscription Agreement provides that in connection~~extend ~~with~~ the ~~Contribution,~~period ~~the Company will repay the entire balance~~ of ~~the~~time ~~Contribution~~it has to ~~the~~consummate ~~Investor~~its ~~within five business days of the closing of an~~ initial Business Combination offrom ~~the~~December ~~Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 300~~14,~~000~~ ~~shares~~2024 ~~of Class A common stock~~ to ~~the~~September ~~Investor~~14, ~~immediately prior to the closing of an initial Business Combination of the Company~~2025.

On each ~~August~~of 11September 12, 2025, ~~the~~October ~~Company and Sponsor entered into a Subscription Agreement (the “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $400~~7,~~000~~ ~~to Sponsor (for an aggregate of $900~~2025,~~000,~~ ~~such~~November ~~funded amounts~~4, ~~the~~2025 ~~“Polar~~and ~~Capital~~December ~~Investment”)~~8, ~~which~~2025, ~~in turn was loaned by Sponsor to~~ the Company deposited toapproximately ~~cover~~$498 ~~working~~into ~~capital expenses. The August Subscription Agreement provides that in connection with~~ the ~~Polar~~Trust ~~Capital Investment~~Account, ~~the~~ ~~Company~~or ~~will~~an ~~repay~~aggregate ~~the entire balance~~ of ~~the~~approximately ~~Polar Capital Investment to Polar within five business days of the closing of an initial~~$1,494, ~~Business~~ allowing ~~Combination of~~ the Company ~~and~~to ~~that~~extend ~~Sponsor will transfer and/or~~ the ~~Company~~period ~~will issue on Sponsor’s behalf an additional 400,000 shares~~ of ~~Class~~time Ait ~~common~~has ~~stock~~ to ~~Polar~~consummate ~~immediately~~its ~~prior to the closing of an~~ initial Business Combination offrom ~~the~~September ~~Company (for an aggregate of 900~~14,~~000~~ ~~shares~~2025 to beJanuary ~~transferred~~14, ~~and/or issued to Polar)~~2026.

~~Results~~NYSE American ofNotifications ~~Operations~~and Delisting

WeOn July ~~have~~17, ~~neither~~2023, ~~engaged~~our inBoard ~~any~~of ~~operations~~Directors ~~nor generated~~authorized ~~any~~the ~~operating~~transfer ~~revenues~~of tothe ~~date.~~listing ~~Our~~of ~~only~~our ~~activities~~Class ~~from~~A ~~May~~common 20stock, ~~2021~~redeemable ~~(inception) through June 30~~warrants, ~~2025~~each ~~were organizational~~exercisable ~~activities~~to ~~and~~purchase ~~those~~one ~~necessary~~share toof ~~prepare~~Class ~~for~~A ~~our~~common ~~initial~~stock ~~public~~at ~~offering,~~a ~~described~~price ~~below,~~of ~~and~~$11.50 ~~since~~per ~~our~~share ~~initial~~(the ~~public~~“Warrants”), ~~offering~~and units, ~~the~~each consisting ~~search~~of ~~for~~one ashare ~~prospective~~of ~~initial~~Class ~~business~~A ~~combination.~~common Westock doand ~~not~~one-half ~~expect~~of toone ~~generate~~Warrant ~~any~~(the ~~operating~~“Units” ~~revenues~~and ~~until~~together ~~after~~with the ~~completion of~~Class ~~our~~A ~~initial~~common ~~business~~stock and ~~combination~~the Warrants, at the ~~earliest.~~“Listed WeSecurities”), ~~expect~~from tothe ~~generate~~New ~~non-operating~~York ~~income~~Stock inExchange (the ~~form~~“NYSE”) ofto ~~interest~~the ~~income~~NYSE ~~from~~American LLC (the ~~proceeds~~ of“NYSE ~~our~~American”). ~~initial~~The ~~public~~listing ~~offering~~and ~~placed~~trading inof the ~~Trust~~Listed ~~Account.~~Securities Weon ~~expect~~the ~~that~~NYSE weended ~~will~~at ~~incur~~market ~~increased~~close ~~expenses~~on asJuly ~~a result of being~~20, ~~a public company (for legal~~2023, ~~financial~~and ~~reporting,~~the ~~accounting~~trading ~~and~~of ~~auditing~~the ~~compliance),~~Listed asSecurities ~~well~~on asthe ~~for~~NYSE ~~due~~American ~~diligence~~commenced ~~expenses~~at inmarket ~~connection with~~open ~~searching~~on ~~for,~~July ~~and completing~~21, ~~a business combination~~2023.

~~For~~On each of April 17, 2024 and November 20, 2024, the Company received an official notice of noncompliance from NYSE Regulation stating that it was not in compliance with NYSE American continued listing standards under the timely filing criteria included in Section 1007 of the NYSE American Company Guide due to the failure to timely file the Annual Report on Form 10-K by the filing due date of April 16, 2024 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 by the filing due date of November 19, 2024, respectively (the “Filing Delinquencies”.) The Company filed its Annual Report on Form 10-K, the Quarterly Report on Form 10-Q for the three months ended March 31, 2024, the Quarterly Report on Form 10-Q for the three months ended June 30, ~~2025~~2024 and the Quarterly Report on Form 10-Q for the three months ended September 30, we2024, and believed it had cured the Filing Delinquencies. On October 21, 2024, the Company received a ~~net~~letter ~~loss~~from the NYSE notifying the Company of ~~$699~~its past due annual listing fees. On December 10,~~206~~ 2024, ~~which~~the ~~consisted~~Company received ofa ~~operating~~letter ~~expenses~~from the NYSE stating that the staff of ~~$634~~NYSE Regulation has determined to commence proceedings to delist the Company’s (i) Class A common stock (ii) Units,~~894,~~ ~~finance~~and ~~cost~~(iii) Warrants pursuant to Sections 119(b) and 119(f) of ~~$96~~the NYSE American Company Guide because the Company failed to consummate a Business Combination within 36 months of the effectiveness of its initial public offering registration statement,~~472,~~ ~~franchise~~or ~~tax~~such ~~expense~~shorter period that the Company specified in its registration statement. As a result of $4the determination,~~800~~ ~~and~~trading ~~income~~of ~~tax~~the ~~expense~~Listed ofSecurities $1on NYSE American was suspended on December 10,~~420~~ 2024 and delisted on December 30, ~~partially~~2024. ~~offset~~Our byClass ~~interest~~A ~~income~~common stock, Units and Warrants currently trade on ~~investments~~OTC ~~held~~Pink inunder the ~~Trust~~symbols ~~Account~~“ATEK,” of“ATEK.U” ~~$38~~and “ATEK WS,~~380~~” respectively.

~~For the six months ended June 30, 2025, we had~~Use ~~a net loss~~ of ~~$1,467,864,~~Restricted which consisted of operating expenses of $1,360,614, finance cost of $171,316, franchise tax expense of $10,000, and income tax expense of $2,829, partially offset by interest income on investments held in the Trust Account of $76,895.Funds

~~For~~Through April 2023, the ~~three~~Company ~~months~~withdrew ~~ended June 30~~$356,693 ~~2024, we had a net loss~~ of ~~$235,418,~~interest ~~which~~and ~~consisted~~dividend ofincome ~~operating~~earned ~~expenses~~in ofthe ~~$382,269,~~Trust ~~franchise~~Account ~~tax~~for ~~expense~~payment of ~~$5,300~~the Company’s 2021 and ~~income~~2022 franchise tax ~~expenses~~liabilities. ~~of $41,923,~~The ~~partially~~Company ~~offset~~settled bythe ~~interest~~2021 ~~income~~and on2022 ~~investments~~franchise ~~held~~tax inliabilities ~~the Trust Account~~ of $~~194~~356,~~074~~693 in April 2023.

~~For~~On June 21, 2023, the ~~six~~Company ~~months~~withdrew ~~ended~~from the Trust Account an aggregate amount of $2.4 million to be used for tax purposes. It was determined as of June 30, ~~2024,~~2023 wethat ~~had a~~the ~~net~~withdrawal ~~loss~~amount ofwas approximately $~~836~~328,~~945,~~000 ~~which~~in ~~consisted~~excess of ~~operating~~the ~~expenses~~amount necessary for tax purposes. As a result, the overdrawn amount of $1328,~~158~~000 was allocated back to the contingently redeemable Class A common stock subject to possible redemption and distributed back to the Trust Account on August 17,~~045,~~ ~~finance~~2023. ~~cost~~As of ~~$59~~December 31,~~940~~ 2023, ~~franchise~~after ~~tax~~the ~~expense~~overdrawn ofamount ~~$30~~was returned to the Trust Account,~~796~~ approximately $2.1 million of restricted funds remained in the Company’s operating account for future payment of franchise and income ~~tax~~taxes ~~expenses~~(the of“Restricted ~~$101,104,~~Funds”). ~~partially~~On ~~offset~~March by19, ~~interest~~2024, ~~income~~the onCompany ~~investments~~withdrew ~~held~~an inadditional $252,108 from the Trust Account ofto pay the Company’s franchise and income taxes payable, increasing the Restricted Funds to $~~512~~2.3 million as of March 31,~~940~~ 2024.

~~Liquidity, Capital Resources and Going Concern~~27

~~The securities in our initial public offering~~Though ~~were~~March ~~registered under the Securities Act on a Registration Statement on Form S-1 (Registration No. 333-261287). The Registration Statement on Form S-1~~31, ~~as amended (the “Registration Statement”)~~2024, ~~for~~ the Company’s ~~initial~~used ~~public~~portions ~~offering~~of ~~was~~the ~~declared~~Restricted ~~effective on~~Funds ~~December~~to 9,pay ~~2021.~~for Ongeneral ~~December~~operating ~~14,~~expenses ~~2021,~~in the ~~Company~~aggregate ~~consummated~~amount ~~its initial public offering~~ of 25$669,~~000,000 units~~440. Management ~~Each~~later ~~unit~~determined ~~consists of~~that ~~one~~this ~~share~~use of ~~Class~~Restricted AFunds ~~common~~was ~~stock~~not ~~and~~in ~~one-half~~accordance ~~of one redeemable warrant,~~ with ~~each~~the ~~warrant~~Charter ~~entitling~~and the ~~holder~~amended ~~thereof~~Trust ~~to purchase~~Agreement. ~~one~~On ~~share~~April of10, ~~Class~~2024, Athe ~~common~~misallocated ~~stock~~$669,440 ~~for~~of ~~$11.50~~Restricted ~~per~~Funds ~~share.~~was ~~The~~replenished ~~units~~to ~~were~~the ~~sold~~Company’s atoperating aaccount ~~price~~in the form of ~~$10.00~~an ~~per~~intercompany ~~unit,~~loan ~~generating~~made ~~gross~~by ~~proceeds of $250,000,000~~Sponsor.

27On April 3, 2024, the Company paid $720,192 to satisfy income tax liabilities for 2022. On May 16, 2024, the Company paid $820,571 of its 2023 income tax liabilities and on July 22, 2024, the Company paid $79,849 of its 2023 Delaware franchise tax liabilities. During September 2024, the Company paid $658,686 of its 2024 income taxes, inclusive of $43,257 of interest and penalties incurred. On May 21, 2025, the Company paid $171,778 of its 2023 tax penalties and interest. As of September 30, 2025, the total amount of prepaid income taxes was $611,113, and the remaining restricted cash balance amounted to $0.

~~Simultaneously with the closing of our initial~~Company public offering, we consummated the sale of 950,000 private placement units at a price of $10.00 per private placement unit in a private placement with our Sponsor, generating gross proceeds of $9,500,000.Funding

~~Subsequent~~On July to26, 2024, the ~~closing~~Company ofissued ~~our~~an ~~initial~~unsecured ~~public offering,~~promissory wenote ~~consummated~~to the ~~closing~~Sponsor ofwith ~~the~~a ~~sale~~principal ofamount ~~375~~equal to $422,~~000~~182. ~~additional~~The ~~units~~note ~~upon~~is non-interest ~~receiving~~bearing ~~notice~~and payable on the earlier of July 26, 2026 or the ~~underwriter~~Company’s ~~election to~~initial ~~partially~~Business ~~exercise~~Combination. ~~their~~The ~~over-allotment~~Note ~~option,~~may ~~generating~~be converted ~~additional~~into ~~gross~~equity ~~proceeds~~securities of ~~$3,750,000.~~the ~~Simultaneously~~Company ~~with~~on ~~the~~mutually ~~exercise of~~agreeable ~~the~~terms ~~over-allotment,~~if weconsented ~~consummated~~to in writing by the ~~private~~Sponsor. ~~placement~~As of anSeptember 30, ~~additional 3~~2025,~~750~~ ~~private~~the ~~placement~~Company ~~units~~received tothe ~~our~~full ~~Sponsor,~~principal ~~generating gross~~amount ~~proceeds~~ of $37422,~~500~~182 under this note.

~~Offering costs for our initial public offering~~On ~~amounted~~October ~~to $14~~10,~~420,146,~~ ~~consisting~~2024 of(effective ~~$5,000,000~~on ofApril ~~underwriting fees~~10, $82024),~~956,250~~ ofthe ~~deferred~~Company ~~underwriting~~issued ~~fees~~an ~~payable~~unsecured ~~(which are held in the Trust Account)~~ and ~~$463,896~~non-interest-bearing ofpromissory ~~other~~note ~~costs.~~to ~~The $8,956,250 of deferred underwriting fee payable is contingent upon~~ the ~~consummation~~Sponsor ofwith a ~~business~~principal ~~combination~~amount byequal ~~September~~to 14$1, ~~2025~~500,000 ~~subject~~ to cover the ~~terms~~monthly extension payments of the ~~underwriting~~Company ~~agreement.~~and Onfor ~~January~~working ~~28,~~capital ~~2025, Citigroup, as~~purposes. ~~representative~~The ofnote ~~the~~is ~~underwriters,~~payable ~~agreed~~in tofull ~~formally~~upon ~~waive~~ the ~~deferred~~earlier ~~underwriting commissions~~ of ~~$8,956,250~~(a) inApril ~~full~~10, ~~pursuant~~2026 ~~to a~~and ~~deferred~~(b) ~~fee~~the ~~waiver~~date ~~letter agreement between Citigroup and~~ the Company ~~upon~~consummates ~~the~~a ~~successful~~ business combination ~~with Ace Green Recycling~~. The Company ~~waiver~~drew of$800,000 ~~deferred~~from ~~underwriting~~this ~~commissions~~note ison ~~contingent~~April ~~upon such successful business combination~~10, ~~thus,~~2024 asto ofreplenish ~~June 30, 2025,~~ the ~~full~~ ~~amount~~misallocated ofRestricted ~~$8,956,250 remains outstanding~~Funds.

~~Following~~On December 6, 2024, the ~~closing~~Company ofand ~~the~~Sponsor ~~initial~~entered ~~public~~into ~~offering~~ an Amended and ~~partial~~Restated ~~exercise~~Subscription ofAgreement (the ~~over~~“Subscription Agreement”) with Polar Multi-~~allotment~~Strategy Master Fund (“Polar”) pursuant to which Polar contributed an additional $200,000 to Sponsor (for an aggregate of $~~256~~500,~~287~~000,~~500~~ ofsuch funded amounts, the ~~net~~“Polar ~~proceeds~~Capital ~~from~~Investment”), ~~the~~which ~~initial~~in ~~public~~turn ~~offering~~was ~~(including~~loaned ~~the~~by ~~over-allotment~~Sponsor to the ~~units)~~Company ~~and~~to afund ~~portion~~any additional extensions of the ~~private~~date ~~placement~~by ~~units~~which ~~was~~the ~~placed~~Company inmust ~~the~~consummate ~~Trust~~an ~~Account~~initial Business Combination and ~~invested~~to incover working Ucapital expenses.S. ~~government~~The ~~treasury~~Subscription ~~obligations~~ Agreement provides that in connection with athe ~~maturity~~Polar Capital Investment, the Company will repay the entire balance of ~~185~~the ~~days~~Polar orCapital ~~less~~Investment orto inPolar ~~money~~within ~~market~~five ~~funds~~business ~~meeting~~days ~~certain~~of ~~conditions~~the ~~under~~closing ~~Rule~~of ~~2a-7~~an initial Business Combination of the ~~Investment~~Company and that Sponsor will transfer and/or the Company ~~Act~~will issue on Sponsor’s behalf an additional 200, ~~which~~000 ~~invest~~shares ~~only~~of Class inA ~~direct~~common ~~U.S.~~stock ~~government~~to ~~treasury~~Polar ~~obligations,~~immediately ~~until~~prior to the ~~earlier~~closing of: ~~(i)~~an ~~the~~initial ~~completion~~Business Combination of athe ~~business~~Company ~~combination and~~ (~~ii)~~for ~~the~~an ~~distribution~~aggregate of 500,000 ~~the~~shares ~~Trust~~to ~~Account,~~be astransferred ~~described~~and/or ~~below~~issued to Polar).

AsOn February ~~of June 30~~9, 2025, ~~there~~the isCompany ~~$277,093~~and ofSponsor ~~interest income~~entered ~~available~~into ina ~~the~~Subscription ~~Trust~~Agreement ~~Account~~(the ~~available~~“February to2025 ~~pay~~Subscription ~~for~~Agreement”) with ~~franchise~~Kevin ~~and~~Wright ~~income taxes~~ and ~~total~~Jeanine ~~amounts~~Percival ~~withdrawn~~Wright ~~from~~Revocable ~~the~~ Trust ~~Account to pay~~ (the ~~Company’s~~“Investor”) ~~franchise~~pursuant ~~and~~to ~~income~~which ~~tax~~the ~~obligations~~Investor ~~amounted~~contributed an toadditional $2500,~~869,660, (net of approximately $328,~~000 ~~cash deposited~~ to ~~the~~Sponsor ~~Trust Account to refund~~ (the ~~over withdrawal~~“Contribution”)., Nowhich ~~amounts~~in ~~were~~turn ~~withdrawn~~was ~~during~~loaned ~~the~~by ~~six~~Sponsor ~~months~~to ~~ended~~the ~~June~~Company ~~30,~~to ~~2025.~~fund Inany ~~connection~~additional ~~with~~extensions of the ~~First~~date ~~Extension~~by ~~Special~~which ~~Meeting~~the ~~held~~Company onmust ~~June~~consummate ~~13,~~an ~~2023,~~initial ~~there~~Business ~~were~~Combination ~~23,176,961~~and ~~shares~~to ofcover ~~the~~working ~~Company’s~~capital ~~Class~~expenses. ~~A common stock~~The ~~redeemed.~~February On2025 ~~June~~Subscription ~~21,~~Agreement ~~2023,~~provides ~~$239,604,919~~that ~~was~~in ~~withdrawn~~connection ~~from~~with the ~~Trust~~Contribution, ~~Account to pay~~ the ~~redeeming~~Company ~~holders~~will ~~and~~repay the ~~23,176,961~~entire ~~shares~~balance of the ~~Company’s~~Contribution ~~Class~~to Athe ~~common~~Investor ~~stock~~within ~~that~~five ~~were~~business ~~redeemed~~days ~~were~~of ~~cancelled. In connection with~~ the ~~Second~~closing ~~Extension~~of ~~Special~~an ~~Meeting~~initial ~~held on~~Business ~~March~~Combination ~~12, 2024, there were 910,258 shares~~ of the Company’s ~~Class~~and ~~A common stock redeemed. On April 5, 2024, $10,179,663 was withdrawn~~that ~~from~~Sponsor ~~the~~will ~~Trust~~transfer ~~Account to pay the redeeming holders~~ and/or the ~~910,258~~Company ~~shares~~will ofissue ~~the~~on ~~Company~~Sponsor’s ~~Class~~behalf Aan ~~common~~additional ~~stock that were redeemed were cancelled. In connection with the Third Extension~~300,000 ~~there were 977,625~~ shares of ~~the Company’s~~ Class A common stock ~~redeemed.~~to ~~On December 11, 2024, $ 11,497,959 was withdrawn from~~ the ~~Trust~~Investor ~~Account~~immediately prior to ~~pay~~ the ~~redeeming~~closing ~~holders~~of ~~and~~an ~~the~~initial ~~977,625~~Business ~~shares~~Combination of the Company~~’s Class A common stock that were redeemed were cancelled~~.

~~Through~~On August ~~March 31~~11, ~~2024~~2025, the Company ~~used~~and ~~portions of~~Sponsor ~~the~~on ~~Restricted~~entered ~~Funds~~into toa ~~pay~~Subscription ~~for~~Agreement ~~general operating expenses in~~ (the ~~aggregate~~“August ~~amount~~Subscription ofAgreement”) ~~$669,440. Management later determined that this~~with ~~use~~Polar ofpursuant ~~Restricted~~to ~~Funds~~which ~~was~~Polar ~~not~~contributed inan ~~accordance~~additional ~~with the Charter and the amended Trust Agreement. On April 10, 2024, the misallocated~~ $~~669~~400,~~440 of~~000 ~~Restricted Funds was replenished~~ to the Company’s ~~operating~~to ~~account~~cover inworking ~~the~~capital ~~form~~expenses. ofThe anAugust ~~intercompany~~Subscription Agreement ~~loan~~provides ~~made~~that byin ~~Sponsor.~~connection Onwith ~~April 3, 2024,~~ the ~~Company~~Polar ~~paid~~Capital ~~$720~~Investment,~~192~~ ~~to satisfy income tax liabilities for 2022. On May 16, 2024,~~ the Company ~~paid~~immediately ~~$820,571~~prior ofto ~~its 2023 income tax liabilities and on July 22, 2024,~~ the ~~Company~~closing ~~paid $79,849~~ of ~~its~~a ~~2023~~business ~~Delaware~~combination will ~~franchise~~issue ~~tax~~Polar ~~liabilities.~~Capital ~~During~~Investments ~~December 2024,~~one ~~the~~(1) ~~Company~~share ~~paid $658,686~~ of ~~its~~Company ~~2024~~class ~~income~~A ~~taxes,~~common ~~inclusive~~stock ofper $~~43,257 of interest and penalties incurred~~1.00 Ascontributed ofby ~~June~~Polar ~~30,~~Capital ~~2025,~~Investments ~~the~~(“subscription ~~total amount of prepaid income taxes was $598,519, and the remaining restricted cash balance amounted to $0~~shares”).

~~For~~Additionally, in ~~the~~connection ~~six~~with ~~months~~the ~~ended~~August ~~June~~Subscription 30Agreement, ~~2025,~~an ~~cash~~amount ~~used~~equal to the Investor Capital Contribution shall be paid by the Company into ~~operating~~the ~~activities~~Investor ~~was~~as ~~$520,416.~~a ~~Net~~return ~~loss~~of capital within 5 business days of $1the De-SPAC Closing. The Sponsor shall not sell,~~467~~ transfer,~~864~~ ~~was~~or ~~reduced~~otherwise dispose of any securities (including warrants) owned by ~~interest~~the ~~income~~Sponsor onwithout ~~investments~~the ~~held~~Investor’s inconsent, ~~Trust~~other ~~Account~~than ofPermitted ~~$76~~Share Transfers,~~895~~ until the full amount of the Investor Capital Contribution has been paid to the Investor. The Company and Sponsor shall be jointly and ~~increased~~severally byobligated ~~finance~~for ~~costs~~such –repayment. ~~amortization~~If the De-SPAC Closing occurs, the Investor may, in its sole discretion, elect at the De-SPAC Closing or at any time prior to the repayment of ~~debt~~the ~~issuance~~Investor Capital Contribution to receive such repayment of ~~$171,316.~~the ~~Changes~~Investor Capital Contribution from the Company either in ~~operating~~cash ~~assets~~or ~~and~~shares ~~liabilities~~of ~~provided~~the Company’s Class A common stock at a rate of one share of Class A common stock for each $~~853,027~~10 of ~~cash~~the ~~for~~Investor ~~operating~~Capital ~~activities~~Contribution (the “Capital Contribution Shares”). ~~Net~~In ~~cash~~the ~~used~~event that the Sponsor or the Company defaults in ~~investing~~its ~~activities~~obligations ~~was~~and ~~$158,219~~that ~~which~~such ~~consisted~~default continues for a period of ~~cash~~five ~~withdrawn~~(5) ~~from~~business ~~Trust~~days following ~~Account~~written notice to ~~pay~~the ~~penalties~~Sponsor and ~~interest~~Company on(the ~~franchise~~“Default ~~and~~Date”), ~~income~~the ~~taxes~~Company ofshall ~~$195,437~~immediately ~~partially~~issue ~~offset~~to byPolar ~~cash~~0.1 ~~deposited~~shares toof the Company’s Class A common stock (the ~~Trust~~“Default ~~Account~~ Shares”) for ~~extension~~each ~~payments~~$1.00 of ~~$37,218.~~the ~~Net~~Polar ~~cash~~contribution ~~provided~~on bythe ~~financing~~Default ~~activities~~Date and ~~was~~shall ~~$500,000,~~issue ~~which~~Polar ~~consisted~~an ofadditional ~~proceeds~~0.1 ~~from~~Default ~~promissory note~~Shares -for ~~related~~each ~~party~~$1.00 of ~~$500~~the Polar contribution that Polar funded each month thereafter,~~000~~ until the default is cured.

28Results of Operations

~~For~~We have ~~the~~neither ~~six~~engaged ~~months~~in ~~ended~~any ~~June~~operations ~~30,~~nor ~~2024~~generated any operating revenues to date. Our only activities from May 20, ~~cash~~2021 ~~used~~(inception) inthrough ~~operating~~September 30, 2025 were organizational activities ~~was~~and $1those necessary to prepare for our initial public offering,~~785~~ described below,~~421~~ and since our initial public offering, the search for a prospective initial business combination. ~~Net~~We ~~loss~~do not expect to generate any operating revenues until after the completion of ~~$836~~our initial business combination,~~945~~ ~~was~~at ~~reduced~~the byearliest. We expect to generate non-operating income in the form of interest income onfrom ~~investments~~the ~~held~~proceeds of our initial public offering placed in the Trust Account. ofWe ~~$512,940 and~~expect that we will incur increased byexpenses ~~finance~~as ~~costs~~a –result ~~discount~~of onbeing ~~debt~~a ~~issuance~~public ofcompany ~~$59~~(for legal,~~940~~ financial reporting, accounting and ~~expenses~~auditing ~~paid~~compliance), byas ~~related~~well as ~~party~~for ofdue ~~$82,023.~~diligence ~~Changes~~expenses in ~~operating~~ ~~assets~~connection ~~and~~with ~~liabilities~~searching ~~used $577~~for,~~499~~ ofand ~~cash~~completing, ~~for~~a ~~operating~~business ~~activities~~combination.

In connection with the stockholders’ vote at the Special Meeting of Stockholders held on June 13, 2023, there were 23,176,961 shares tendered for redemption and approximately $239,604,919 was paid out of the Trust Account to the redeeming stockholders. The Company recorded 1% excise tax based on the amount redeemed or an aggregate amount of $2,396,049 excise tax payable as of December 31, 2023.28

InFor the ~~connection~~three ~~with~~months ~~the~~ended ~~stockholders’~~September ~~vote at~~30, ~~the~~2025, ~~Special~~we ~~Meeting~~had a net loss of ~~Stockholders~~$508,085, ~~held~~which onconsisted ~~March~~of ~~12,~~operating ~~2024~~expenses of $361,412 ~~there~~(which ~~were~~included return ~~910,258~~of capital subscription shares ~~tendered~~expense ~~for~~of ~~redemption~~$164,000), finance cost of $64,314 and ~~approximately~~income tax expense of $101,~~179~~487,~~663~~ partially offset ~~was~~by ~~paid~~a ~~out~~reversal of ~~the~~franchise ~~Trust~~tax ~~Account~~expense onof ~~April 5~~$4,600, ~~2024~~interest toincome ~~the~~on ~~redeeming~~investments ~~stockholders.~~held ~~The~~in ~~Company~~the ~~has~~Trust ~~recorded~~Account 1%of ~~excise~~$30,558 ~~tax~~and ~~based~~gain on ~~the~~change ~~amount~~in ~~redeemed~~fair orvalue anof ~~aggregate~~return ~~amount~~of capital subscription shares liability of $~~101~~16,~~797~~400.

InFor the ~~connection~~nine ~~with~~months ~~the~~ended ~~stockholders’~~September ~~vote at~~30, ~~the~~2025, ~~2024~~we ~~Annual~~had ~~Meeting~~a ~~held~~net onloss ~~December~~of 10$959, ~~2024~~779, ~~there~~which ~~were~~consisted ~~977,625~~of ~~shares~~operating ~~tendered~~expenses ~~for~~of ~~redemption and approximately~~ $111,~~497~~732,~~959~~026 (which included ~~was~~return ~~paid~~of ~~out~~capital subscription shares expense of ~~the~~$164,000), ~~Trust~~subscription ~~Account~~expense on ~~December~~event ~~11,~~of ~~2024~~default tosubscription ~~the~~share ~~redeeming~~liability ~~stockholders.~~change of ~~The~~$0, ~~Company~~finance ~~has~~cost ~~recorded~~of 1%$235,630, ~~excise~~franchise tax ~~based~~expense ~~on the~~of ~~amount~~$5,400, ~~redeemed~~and orincome antax ~~aggregate~~expense ~~amount~~ of $~~114~~4,~~980~~316, ~~excise~~partially ~~tax~~offset ~~payable.~~by Asinterest ofincome on ~~June~~investments ~~30,~~held ~~2025,~~in the ~~Company’s~~Trust ~~aggregate~~Account ~~excise~~of ~~tax payable~~$107,453 ~~including~~and ~~interest~~gain ~~and~~on ~~penalties,~~change ~~amounted~~in tofair value of return of capital subscription shares liability of $316,~~688,337~~400.

~~Pursuant to Internal Revenue Service regulations,~~For the ~~Company~~three ~~was~~months ~~required~~ended toSeptember ~~file a return and remit payment for the 2023 excise tax liability of $2~~30,~~396,049~~ ~~on or before October 31,~~ 2024~~. In December 2024~~, ~~the~~we ~~Internal~~had ~~Revenue Service issued~~ a ~~notice~~net toloss ~~the~~of ~~Company asserting that~~ $3314,~~284~~920,~~389~~ iswhich ~~payable~~consisted ~~with respect to our 2023 excise tax liability and associated interest and penalties. The amount payable will continue to increase until paid as a result~~ of ~~penalties~~ ~~and~~operating ~~interest.~~expenses As of ~~the date of filing of these financial statements~~$467,928 ~~the~~and ~~Company has not yet paid the amount due. The Company~~income ~~recognized~~tax aexpenses ~~total~~ of $~~888~~38,~~340 in interest and penalties with respect to the 2023 excise tax liability through December 31~~553, ~~2024.~~offset ~~The Company~~by ~~was~~interest ~~required~~income ~~to file a return and remit payment for the 2024 excise tax liabilities~~ on orinvestments ~~before~~held ~~April~~in ~~30, 2025. As of~~ the ~~date of~~Trust ~~filing~~Account of ~~these unaudited condensed consolidated financial statements~~$191, ~~the Company has not filed a return for the 2024 excise tax liabilities~~561.

~~The Company filed a return for~~ For the ~~2023~~nine ~~excise tax~~months ~~liability~~ended onSeptember ~~November 5~~30, 2024, ~~and~~we ashad ofa ~~the~~net ~~date~~loss of ~~this Quarterly Report on Form 10-Q~~$1,151,865, ~~such~~which ~~excise~~consisted ~~tax~~of ~~remains~~operating ~~unpaid.~~expenses ~~The~~of ~~Company~~$1,656,769, finance iscost ~~currently evaluating its options with respect to payment~~ of ~~this~~$59,940 ~~obligation~~ and ~~additional~~income ~~excise~~ tax ~~payment~~expenses ~~obligations as a result~~ of ~~the share redemptions in 2024. To the extent the Company has not and does not timely pay its obligations in full~~$139,657, itoffset ~~will~~by ~~be subject to additional~~ interest ~~and~~income ~~penalties~~on ~~which~~investments ~~are~~held ~~currently~~in ~~estimated at 10% interest per annum and a 0.5% underpayment penalty per month or portion of a month up to 25% of~~ the ~~total~~Trust ~~liability~~Account ~~for any amount that is unpaid from the due date~~ of ~~payment until paid in full~~$704,501.

~~At June 30~~Liquidity, ~~2025, we had investments held in the~~ ~~Trust~~Capital ~~Account~~Resources of $3,585,115. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable), to complete our business combination. We may withdraw interest from the Trust Account to pay our taxes. We estimate our annual franchise tax obligations, based on the number of shares of Athena common stock authorized and ~~outstanding~~Going as of the date of this filing, to be approximately $20,000, which we may pay from funds from the initial public offering held outside of the Trust Account or from interest earned on the funds held in the Trust Account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our franchise and income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.Concern

~~However, as the Trust Account balance may not~~The besecurities ~~sufficient~~in ~~after~~our ~~the~~initial ~~payment~~public ofoffering ~~our~~were ~~annual~~registered ~~taxes,~~under the ~~Company~~Securities ~~will~~Act ~~likely~~on ~~need~~a toRegistration ~~raise~~Statement ~~additional~~on ~~funds~~Form ~~prior~~S-1 ~~to the closing of a~~(Registration ~~Business~~No. ~~Combination~~333-261287). toThe ~~satisfy~~Registration ~~further~~Statement ~~tax~~on ~~liabilities~~Form S-1, ~~operational~~as ~~costs~~amended ~~and~~(the ~~closing~~“Registration ~~costs.~~Statement”), Infor the ~~event~~Company’s initial ~~that~~public aoffering ~~Business~~was ~~Combination does~~declared ~~not~~effective ~~close,~~on ~~any~~December ~~loan~~9, ~~made~~2021. toOn ~~the~~December ~~Company~~14, ~~for~~2021, the ~~purpose~~Company ofconsummated ~~paying~~its ~~overdue~~initial ~~tax~~public offering ~~obligations~~of ~~would~~25,000,000 beunits. ~~repaid~~Each ~~only~~unit ~~out~~consists of ~~funds~~one ~~held outside~~share ~~the~~of ~~Trust~~Class ~~Account.~~A Ascommon ofstock ~~the~~and ~~date~~one-half of ~~this~~one ~~Quarterly~~redeemable ~~Report~~warrant, onwith ~~Form~~each warrant ~~10-Q,~~entitling the ~~Company~~holder ~~has~~thereof ~~not~~to ~~obtained~~purchase ~~any~~one ~~commitments~~share toof ~~provide additional~~Class ~~funds~~A ~~and~~common ~~the~~stock ~~Company’s~~for ~~board~~$11.50 ofper ~~directors~~share. ~~has~~The ~~not~~units ~~approved~~were ~~any~~sold ~~method~~at a price of ~~funding~~$10.00 ~~the~~per ~~Company’s~~unit, ~~further~~generating ~~tax~~gross ~~and cost~~proceeds ~~obligations~~of $250,000,000.

29Simultaneously with the closing of our initial public offering, we consummated the sale of 950,000 private placement units at a price of $10.00 per private placement unit in a private placement with our Sponsor, generating gross proceeds of $9,500,000.

AtSubsequent to ~~June~~the ~~30,~~closing ~~2025~~of our initial public offering, we ~~had~~consummated ~~operating~~the ~~cash~~closing of ~~$280,063, restricted~~the ~~cash~~sale ~~and~~of ~~cash~~375,000 ~~equivalents~~additional tounits ~~pay~~upon ~~tax~~receiving ~~obligations~~ notice of $0the ~~and~~underwriter’s aelection ~~working~~to ~~capital~~partially ~~deficit~~exercise oftheir ~~$10~~over-allotment option,~~580,564.~~ Asgenerating ofadditional ~~June~~gross ~~30,~~proceeds ~~2025,~~of ~~approximately~~ $~~277~~3,~~093~~750,000. Simultaneously ofwith the ~~amount~~exercise onof ~~deposit~~the inover-allotment, we consummated the ~~Trust~~private ~~Account~~placement ~~represented~~of ~~interest~~an ~~income~~additional 3,750 ~~which~~private isplacement units ~~available~~ to ~~pay~~our ~~the~~Sponsor, ~~Company’s~~generating ~~tax obligations~~gross proceeds of $37,500.

~~In order to fund working capital deficiencies~~Offering ~~or finance transaction~~ costs infor ~~connection~~our ~~with~~initial apublic ~~business~~offering ~~combination,~~amounted ~~the~~to ~~Sponsor~~$14,420,146, orconsisting anof ~~affiliate~~$5,000,000 of ~~the~~underwriting ~~Sponsor~~fees, or$8,956,250 ~~certain~~ of ~~the~~deferred ~~Company’s~~underwriting ~~officers~~fees ~~and~~payable ~~directors~~(which ~~may, but~~ are ~~not~~held ~~obligated~~in ~~to, loan~~ the ~~Company~~Trust ~~funds~~Account) asand ~~may~~$463,896 beof ~~required~~other ~~(“Working Capital Loans”)~~costs. IfThe ~~the Company completes a business combination~~$8,956,250 ~~the Company will repay the Working Capital Loans out~~ of ~~the~~deferred ~~proceeds of~~underwriting ~~the~~fee ~~Trust~~payable ~~Account~~is ~~released~~contingent toupon the ~~Company.~~consummation ~~Otherwise, the Working Capital Loans would be repaid only out~~ of ~~funds held outside the Trust Account. In the event that~~ a business combination ~~does~~by ~~not~~June ~~close~~14, ~~the~~2026, ~~Company~~subject ~~may~~to ~~use~~the aterms ~~portion~~ of ~~proceeds held outside~~ the ~~Trust Account~~underwriting toagreement. ~~repay~~On ~~the~~January ~~Working~~28, ~~Capital~~2025, ~~Loans~~Citigroup, ~~but~~as norepresentative ~~proceeds~~of ~~held in~~ the ~~Trust~~underwriters, ~~Account~~agreed ~~would be used~~ to ~~repay~~formally waive the ~~Working~~deferred ~~Capital Loans. Except~~underwriting ~~for~~commissions ~~the~~of ~~foregoing~~$8,956,250 ~~the~~in ~~terms~~full, ofpursuant ~~such~~to ~~Working~~a ~~Capital~~deferred ~~Loans,~~fee ifwaiver ~~any,~~letter ~~have~~agreement ~~not~~between ~~been~~Citigroup ~~determined~~ and nothe ~~written~~Company ~~agreements~~upon ~~exist~~the successful business combination with ~~respect to~~Ace ~~such~~Green ~~loans~~Recycling. The ~~Working~~waiver ~~Capital~~of ~~Loans~~deferred ~~would~~underwriting ~~either~~commissions beis ~~repaid~~contingent upon ~~consummation~~such ofsuccessful a business combination, ~~without interest~~thus, ~~or,~~as ~~at the~~of ~~lender’s~~September ~~discretion~~30, up2025, ~~to $1.5 million of such Working Capital Loans may be convertible into units of~~ the ~~post~~full ~~business~~amount ~~combination entity at a price~~ of $~~10.00~~8,956,250 ~~per~~remains ~~unit~~outstanding. ~~The units would be identical to the private placement units.~~

OnFollowing the ~~July~~closing 26of the initial public offering and partial exercise of the over-allotment, ~~2024~~$256,287,500 of the ~~Company~~net ~~issued~~proceeds anfrom ~~unsecured~~the initial ~~promissory~~public ~~note~~offering to(including the ~~Sponsor~~over-allotment ~~with~~units) and a ~~principal~~portion ~~amount~~of ~~equal~~the toprivate ~~$422,182.~~placement ~~The~~units ~~Note~~was isplaced ~~non-interest~~in ~~bearing~~the Trust Account and invested ~~payable~~in onU.S. ~~the~~government ~~earlier of~~treasury ~~July~~obligations ~~26,~~with ~~2026~~a ormaturity ~~the~~of ~~Company’s~~185 ~~initial~~days ~~Business~~or ~~Combination.~~less ~~The~~or ~~Note~~in ~~may~~money bemarket ~~converted~~funds ~~into~~meeting ~~equity~~certain ~~securities~~conditions under Rule 2a-7 of the Investment Company on ~~mutually~~Act, ~~agreeable~~which ~~terms~~invest ifonly ~~consented~~in todirect inU.S. ~~writing~~government bytreasury ~~the~~obligations, ~~Sponsor.~~until Asthe earlier of: (i) ~~June~~the ~~30,~~completion ~~2025,~~of ~~the~~a ~~Company~~business ~~received~~combination ~~the~~and ~~full~~(ii) ~~principal~~the ~~amount~~ distribution of ~~$422~~the Trust Account,~~182~~ ~~under~~as ~~this~~described ~~note~~below.

OnAs of ~~October~~September 1030, ~~2024~~2025, ~~(effective~~there onis ~~April 10~~$26,353 ~~2024),~~ of interest income available in the ~~Company~~Trust ~~issued~~Account anavailable ~~unsecured~~to pay for franchise and ~~non-interest-bearing~~income ~~promissory~~taxes and ~~note~~total amounts withdrawn from the Trust Account to pay the ~~Sponsor~~Company’s ~~with~~franchise aand ~~principal~~income ~~amount~~tax ~~equal~~obligations amounted to $12,~~500~~869,660, (net of approximately $328,000 cash deposited to the Trust Account to refund the over withdrawal). No amounts were withdrawn during the ~~cover~~nine months ended September 30, 2025. In connection with the ~~monthly~~First ~~extension~~Extension ~~payments~~Special Meeting held on June 13, 2023, 23,176,961 shares of the Company’s ~~and~~Class ~~for~~A ~~working~~common ~~capital~~stock ~~purposes~~were redeemed. ~~The~~On ~~note~~June is21, ~~payable~~2023, in$239,604,919 ~~full~~was ~~upon~~withdrawn from the ~~earlier~~Trust Account to pay the redeeming holders and the 23,176,961 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection ~~(a)~~with the Second Extension Special Meeting held on March 12, 2024, 910,258 shares of the Company’s Class A common stock were redeemed. On April 5, 2024, $10,179,663 ~~2026~~was ~~(b)~~withdrawn from the ~~date~~Trust Account to pay the redeeming holders and the 910,258 shares of the Company’s Class ~~consummates~~A acommon ~~business~~stock ~~combination~~that were redeemed were cancelled. ~~The~~In connection with the Third Extension Meeting held on December 10, 2024, 977,625 shares of the Company’s ~~drew~~Class A common stock were redeemed. On December 11, 2024, $~~800~~11,~~000~~497,959 was withdrawn from ~~this~~the ~~note~~Trust Account to pay the redeeming holders and the 977,625 shares of the Company’s Class A common stock that were redeemed were cancelled. In connection with the Fourth Extension Special Meeting held on ~~April~~September 10, 2025, 285,269 shares of the Company’s Class A common ~~2024~~stock were redeemed. On September 12, 2025, an amount of $3,335,294 was withdrawn from the Trust Account to ~~replenish~~pay such redeeming holders and the ~~misallocated~~285,269 ~~Restricted~~shares ~~Funds~~of the Company’s Class A common stock that were redeemed were cancelled.

OnThrough March ~~December 6~~31, 2024, the Company ~~and~~used ~~Sponsor~~portions ~~entered into~~of anthe ~~Amended~~Restricted ~~and~~Funds ~~Restated~~to ~~Subscription~~pay ~~Agreement~~for ~~(the~~general ~~“Subscription~~operating ~~Agreement”)~~expenses ~~with~~in ~~Polar~~the ~~Multi-Strategy~~aggregate ~~Master~~amount ~~Fund~~of ~~(“Polar”)~~$669,440. ~~pursuant~~Management tolater ~~which~~determined ~~Polar~~that ~~contributed~~this anuse ~~additional~~of ~~$200,000~~Restricted toFunds ~~Sponsor~~was ~~(for~~not anin ~~aggregate~~accordance ofwith ~~$500,000,~~the ~~such~~Charter ~~funded~~and ~~amounts,~~ the ~~“Polar~~amended Trust Agreement. ~~Capital~~On ~~Investment”)~~April 10, ~~which~~2024, inthe ~~turn~~misallocated ~~was~~$669,440 ~~loaned~~of byRestricted ~~Sponsor~~Funds was replenished to the Company’s tooperating ~~fund~~account ~~any~~in ~~additional~~the ~~extensions~~ form of ~~the~~an ~~date~~intercompany loan made by ~~which the~~Sponsor. ~~Company~~On ~~must~~April ~~consummate~~3, an2024, ~~initial~~the ~~Business~~Company ~~Combination~~paid ~~and~~$720,192 to ~~cover~~satisfy ~~working~~income ~~capital~~tax ~~expenses.~~liabilities ~~The~~for ~~Subscription~~2022. ~~Agreement~~On ~~provides~~May ~~that~~16, ~~in connection with the Polar Capital Investment~~2024, the Company ~~will~~paid ~~repay~~$820,571 ~~the entire balance~~ of ~~the~~its ~~Polar~~2023 ~~Capital~~income ~~Investment~~tax toliabilities ~~Polar within~~and ~~five~~on ~~business~~July ~~days~~22, of2024, the ~~closing~~Company ofpaid an$79,849 ~~initial Business Combination~~ of ~~the~~its ~~Company~~2023 ~~and~~Delaware franchise ~~that~~tax ~~Sponsor~~liabilities. ~~will~~During ~~transfer~~December ~~and/or~~2024, the Company ~~will~~ ~~issue~~paid on$658,686 ~~Sponsor’s~~of ~~behalf~~its an2024 ~~additional~~income ~~200~~taxes,~~000~~ ~~shares~~inclusive of ~~Class~~$43,257 Aof ~~common~~interest and ~~stock~~penalties toincurred. ~~Polar~~As ~~immediately~~of ~~prior~~September to30, 2025, the ~~closing~~total ~~of an~~amount ~~initial Business Combination~~ of ~~the~~prepaid ~~Company~~income ~~(for~~taxes anwas ~~aggregate of 500~~$611,~~000~~113, ~~shares~~and tothe beremaining ~~transferred~~restricted cash ~~and/or~~balance ~~issued~~amounted to ~~Polar)~~$0.

On February 9, 2025, the Company and Sponsor entered into a Subscription Agreement (the “February 2025 Subscription Agreement”) with Kevin Wright and Jeanine Percival Wright Revocable Trust (the “Investor”) pursuant to which the Investor contributed an additional $500,000 to Sponsor (the “Contribution”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses. The February 2025 Subscription Agreement provides that in connection with the Contribution, the Company will repay the entire balance of the Contribution to the Investor within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 300,000 shares of Class A common stock to the Investor immediately prior to the closing of an initial Business Combination of the Company.29

~~The~~For the ~~borrowings~~nine ~~under~~months ~~the~~ended ~~Working~~September ~~Capital~~30, ~~Loans~~2025, cash used in operating activities was $660,423. Net loss of $959,779 was reduced by interest ~~structure~~income ason investments held in Trust Account of ~~June~~$107,453, 30increased by finance costs – amortization of debt issuance of $235,630 and ~~2025~~reduced by return of capital subscription shares expense of $164,000 and ~~December~~gain 31on change in fair value of return of capital subscription shares liability of $16,400. ~~2024~~Changes ~~were~~in operating assets and liabilities provided $123,~~735~~579 of cash for operating activities. Net cash provided by investing activities was $3,~~686~~480,609 which consisted of cash withdrawn from trust in connection with redemption of $3,335,294 and cash withdrawn from Trust Account to pay penalties and interest on franchise and income taxes of $1195,~~155~~437,~~205~~ partially offset by cash deposited to Trust Account of $50,122. ~~respectively~~Net cash used in financing activities was $2,435,294, which consisted of redemptions of Class A common stock of $3,335,294, proceeds from promissory note - related party of $500,000 and proceeds from Polar Subscription Agreement of $400,000.

~~In connection with~~ For the ~~Company’s~~nine ~~assessment of~~months ~~going~~ended ~~concern~~September ~~considerations in accordance with FASB ASC 205-40~~30, ~~“Presentation of Financial Statements - Going Concern” (“ASC 205-40”)~~2024, ~~management~~cash ~~has~~used ~~determined~~in ~~that~~operating ~~the~~activities ~~Company’s~~was liquidity position and mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company has determined there is not sufficient time to complete its initial Business Combination before September 14$2, ~~2025 (the “mandatory liquidation date”)~~756,485. On ~~August~~Net ~~13,~~loss ~~2025, the Company filed with the SEC a preliminary proxy statement for the purpose~~ of ~~holding a special meeting on September 10~~$1, ~~2025~~151,865 atwas ~~which~~reduced ~~the Company’s stockholders will vote on a proposal to extend the mandatory liquidation date on a monthly basis up to nine times~~ by ~~an additional one month each time until June 14, 2026, provided that the Sponsor or its affiliates or permitted designees~~interest ~~will~~income ~~deposit~~on ~~into~~investments ~~the~~held in Trust Account ~~the lesser~~ of ~~(a)~~ $25704,~~000~~501 and ~~(b)~~increased ~~$0.02~~by ~~for~~finance ~~each~~costs ~~share~~– ofdiscount ~~Class~~on Adebt ~~common~~issuance ~~stock~~of ~~issued~~$59,940 and ~~outstanding~~ ~~that~~expenses ispaid subject to redemption and that has not been redeemed; however, there can be no assurance that the Company will be able to extend the mandatory liquidation date, or that the Company would consummate any Business Combination by ~~June~~related ~~14,~~party ~~2026 (if the mandatory liquidation date is extended by the full amount~~ of ~~time)~~$133,221. NoChanges ~~adjustments~~in ~~have~~operating ~~been made to the carrying amounts of~~ assets orand liabilities ~~should~~used ~~the Company be required to liquidate after September 14~~$1,093,280 ~~2025.~~of ~~The~~cash ~~unaudited~~for ~~condensed~~operating ~~consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern~~activities.

30In connection with the stockholders’ vote at the Special Meeting of Stockholders held on June 13, 2023, 23,176,961 shares were tendered for redemption and approximately $239,604,919 was paid out of the Trust Account to the redeeming stockholders. The Company recorded 1% excise tax based on the amount redeemed or an aggregate amount of $2,396,049 excise tax payable as of December 31, 2023.

~~Off-Balance~~In connection ~~Sheet~~with ~~Arrangements~~the stockholders’ vote at the Special Meeting of Stockholders held on March 12, 2024, 910,258 shares were tendered for redemption and approximately $10,179,663 was paid out of the Trust Account on April 5, 2024 to the redeeming stockholders. The Company has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $101,797.

WeIn connection ~~have~~with nothe ~~obligations,~~stockholders’ ~~assets,~~vote orat ~~liabilities, which~~the ~~would~~Annual beMeeting ~~considered~~of ~~off-balance~~Stockholders ~~sheet~~held ~~arrangements~~on asDecember of10, ~~June~~2024, 30977,625 ~~2025.~~shares Wewere ~~do not participate in transactions that create relationships~~tendered ~~with~~for ~~entities~~redemption orand ~~financial~~approximately ~~partnerships~~$11,497,959 ~~often~~was ~~referred~~paid toout asof ~~variable~~the ~~interest~~Trust ~~entities,~~Account ~~which~~on ~~would~~December ~~have~~11, ~~been~~2024 ~~established~~to ~~for~~ the ~~purpose of~~redeeming ~~facilitating off-balance sheet arrangements~~stockholders. WeThe Company ~~have~~has ~~not~~recorded ~~entered~~1% ~~into~~excise ~~any~~tax ~~off-balance~~based ~~sheet~~on ~~financing~~the ~~arrangements,~~amount ~~established~~redeemed ~~any special~~or ~~purpose~~an ~~entities,~~aggregate ~~guaranteed~~amount ~~any debt or commitments~~ of ~~other entities~~$114,980 orexcise ~~purchased~~tax ~~any non-financial assets~~payable.

~~Contractual~~In connection ~~Obligations~~with the stockholders’ vote at the Special Meeting of Stockholders held on September 10, 2025, 285,269 shares were tendered for redemption and approximately $3,335,294 was paid out of the Trust Account on September 12, 2025 to the redeeming stockholders. The Company has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $33,353 excise tax payable.

WePursuant to doInternal ~~not~~Revenue ~~have~~Service ~~any~~regulations, ~~long-term~~the ~~debt,~~Company ~~capital~~was ~~lease obligations,~~required ~~operating~~to ~~lease~~file ~~obligations~~a return and remit payment for the 2023 excise tax liability of $2,396,049 on or ~~long-term~~before ~~liabilities~~October 31, ~~other~~2024. ~~than~~In anDecember ~~agreement~~2024, tothe ~~pay~~Internal ~~our~~Revenue ~~Sponsor~~Service issued a ~~monthly~~notice ~~fee~~to ofthe Company asserting that $103,~~000 for~~284,389 ~~office~~is ~~space,~~payable ~~and~~with ~~administrative~~respect to the 2023 excise tax liability and ~~support~~associated ~~services,~~interest ~~provided~~and topenalties. ~~the~~The Company. Wedid ~~began~~not ~~incurring~~paythe amount ~~these~~due. ~~fees~~The onCompany ~~December~~recognized 9,a ~~2021~~total of $1, 051,283 in interest and ~~will~~penalties ~~continue~~with respect to ~~incur~~the ~~these~~2023 ~~fees~~excise ~~monthly~~tax ~~until~~liability ~~the~~through September ~~earlier~~30, of2025. ~~the~~The ~~completion~~Company ofwas arequired ~~Business~~to ~~Combination~~file a return and remit payment for the ~~Company’s~~2024 ~~liquidation~~excise tax liabilities on or before April 30, 2025.

~~The underwriters are entitled to deferred underwriting~~On ~~commissions~~November of24, ~~$0.35~~2025, ~~per~~the ~~unit~~IRS ~~($0.55~~published ~~per~~additional ~~unit~~information ~~from~~relating ~~the~~to ~~over-allotment~~excise ~~units),~~tax oron ~~$8,956,250~~repurchases ~~from~~of ~~the~~corporate ~~closing~~stock ofrelating ~~the~~specifically to ~~initial~~SPAC’s. ~~public~~The ~~offering and~~IRS ~~the~~published ~~over-allotment~~that ~~units.~~any ~~The~~SPAC ~~deferred~~that ~~fee~~priced ~~will~~their ~~become~~IPO ~~payable~~prior to ~~the~~August ~~underwriters~~16, ~~from~~2022 ~~the~~are ~~amounts~~not ~~held~~subject into ~~the~~excise ~~Trust~~tax ~~Account~~on ~~solely~~any inredemptions. ~~the~~As ~~event~~such, ~~that~~ the Company ~~completes~~has areversed ~~business combination~~$3,688,337 ~~subject~~of liabilities relating to ~~the~~excise ~~terms~~tax ofthat ~~the~~was ~~underwriting~~accrued ~~agreement.~~in Onprevious ~~January~~quarters. Of 28the $3,688,337, ~~2025~~$2, ~~Citigroup~~612,825 aswas ~~representative~~reversed ofback ~~the underwriters, agreed~~ to ~~formally~~accumulated ~~waive~~deficit where the ~~deferred~~initial ~~underwriting~~excise ~~commissions~~tax ofin ~~$8,956,250~~connection inwith ~~full,~~the redemption ~~pursuant~~of toclass aA ~~deferred~~common ~~fee~~stock ~~waiver~~was ~~letter~~recorded ~~agreement~~and ~~between~~is ~~Citigroup~~reflected ~~and~~in the ~~Company~~unaudited ~~upon~~condensed ~~the~~consolidated ~~successful~~statements ~~business~~of ~~combination~~changes ~~with~~in ~~Ace~~stockholders’ ~~Green~~deficit, ~~Recycling.~~$888,340 ~~The~~was ~~waiver~~recorded to reversal of ~~deferred~~prior ~~underwriting~~year ~~commissions~~interest isand ~~contingent~~penalties ~~upon~~on ~~such~~excise ~~successful~~tax ~~business~~liability ~~combination,~~and ~~thus~~$187,171 aswithin ofgeneral and ~~June~~administrative ~~30,~~expense ~~2025,~~in the ~~full~~accompanying ~~amount~~unaudited ofcondensed ~~$8,956,250~~consolidated ~~remains~~statements ~~outstanding~~of operations.

~~The~~At September ~~holders~~30, of2025, ~~Founder~~we ~~Shares,~~had ~~Private~~investments ~~Placement Units~~held ~~and~~in ~~units~~the ~~that~~Trust ~~may~~Account beof ~~issued~~$293,283. ~~upon~~We ~~conversion~~intend to use substantially all of ~~Working~~the ~~Capital~~funds ~~Loans~~held in the Trust Account, ifincluding any, ~~are~~amounts ~~entitled~~representing tointerest ~~registration~~earned ~~rights~~on ~~pursuant~~the toTrust ~~a certain~~Account ~~registration~~(less ~~rights~~taxes ~~agreement~~payable), ~~dated~~to ~~December~~complete 9,our ~~2021~~business combination. ~~These~~We ~~holders~~may ~~are~~withdraw ~~entitled~~interest tofrom ~~make~~the upTrust Account to ~~three~~pay ~~demands,~~our ~~excluding~~taxes. ~~short form~~We ~~demands~~estimate our annual franchise tax obligations, ~~that~~based on the ~~Company~~number ~~register~~of ~~such~~shares ~~securities.~~of InAthena ~~addition,~~common ~~these~~stock ~~holders~~authorized ~~will~~and ~~have~~outstanding ~~certain~~as ~~“piggyback”~~of ~~registration rights~~the ~~with~~date ~~respect~~of this filing, to ~~registration~~be ~~statements~~approximately ~~filed~~$20,000, which ~~subsequent~~we tomay pay from funds from the ~~Company’s~~initial ~~completion~~public offering held outside of ~~its~~the ~~initial~~Trust ~~Business~~Account ~~Combination~~or from interest earned on the funds held in the Trust Account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and ~~The~~other ~~Company~~income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will ~~bear~~be sufficient to pay our franchise and income taxes. To the ~~expenses~~extent ~~incurred~~that our equity or debt is used, in ~~connection~~whole ~~with~~or in part, as consideration to complete our business combination, the ~~filing~~remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~any~~the ~~such~~target ~~registration~~business ~~statements~~or businesses, make other acquisitions and pursue our growth strategies.

~~JOBS~~However, as ~~Act~~the Trust Account balance may not be sufficient after the payment of our annual taxes, the Company will likely need to raise additional funds prior to the closing of a Business Combination to satisfy further tax liabilities, operational costs and closing costs. In the event that a Business Combination does not close, any loan made to the Company for the purpose of paying overdue tax obligations would be repaid only out of funds held outside the Trust Account. As of the date of this Quarterly Report on Form 10-Q, the Company has not obtained any commitments to provide additional funds and the Company’s board of directors has not approved any method of funding the Company’s further tax and cost obligations.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.30

~~Subject to certain conditions set forth in the~~At ~~JOBS~~September ~~Act~~30, if2025, ~~as an “emerging growth company,”~~ we ~~choose~~had tooperating ~~rely~~cash onof ~~such exemptions we may not be required to~~$527, ~~among other things~~152, ~~(i)~~restricted ~~provide~~cash anand ~~auditor’s~~cash ~~attestation~~equivalents ~~report~~to onpay ~~our~~tax ~~system~~obligations of ~~internal~~$0 ~~control~~and ~~over~~a ~~financial~~working capital ~~reporting~~deficit ~~pursuant~~of to$7,689,116. ~~Section 404~~As of ~~the~~September ~~Sarbanes-Oxley~~30, ~~Act~~2025, ~~(ii)~~approximately ~~provide~~$26,353 ~~all~~ of the ~~compensation~~amount ~~disclosure~~on ~~that~~deposit ~~may~~in bethe ~~required~~Trust ofAccount ~~non-emerging growth public companies~~represented ~~under~~interest ~~the Dodd-Frank Wall Street Reform and Consumer Protection Act~~income, ~~(iii)~~which ~~comply~~is ~~with~~available ~~any~~to ~~requirement~~pay ~~that may be adopted by~~ the ~~PCAOB regarding mandatory audit firm rotation or a supplement to the auditor~~Company’s ~~report~~tax providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensationobligations. ~~These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.~~

31In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post business combination entity at a price of $10.00 per unit. The units would be identical to the private placement units.

~~Critical~~On July ~~Accounting~~26, ~~Policies~~2024, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $422,182. The note is non-interest bearing and ~~Estimates~~payable on the earlier of July 26, 2026 or the Company’s initial Business Combination. The Note may be converted into equity securities of the Company on mutually agreeable terms if consented to in writing by the Sponsor. As of September 30, 2025, the Company received the full principal amount of $422,182 under this note.

~~The~~On October ~~preparation~~10, of2024 ~~unaudited~~(effective ~~condensed~~on ~~consolidated financial~~April ~~statements~~10, ~~and~~2024), ~~related~~the ~~disclosures~~Company inissued ~~conformity~~an ~~with~~unsecured ~~accounting~~and ~~principles~~non-interest-bearing ~~generally~~promissory ~~accepted~~note into the ~~United~~Sponsor with ~~States~~a ofprincipal ~~America requires~~amount ~~management~~equal to ~~make~~$1,500,000 ~~estimates~~to ~~and~~cover ~~assumptions that affect~~ the ~~reported~~monthly ~~amounts~~extension payments of ~~assets~~the Company and ~~liabilities,~~for ~~disclosure~~working ofcapital ~~contingent~~purposes. ~~assets~~The ~~and~~note ~~liabilities~~is atpayable in full upon the ~~date~~earlier of ~~the~~(a) ~~financial~~April ~~statements~~10, ~~and~~2026 ~~income~~ and ~~expenses~~(b) ~~during~~the date the ~~periods~~Company ~~reported.~~consummates ~~Actual~~a ~~results~~business ~~could~~combination. The ~~materially~~Company ~~differ~~drew $800,000 from ~~those~~this ~~estimates.~~note Weon ~~have~~April ~~identified~~10, ~~the~~2024 ~~following~~to ~~critical~~replenish ~~accounting~~the ~~policies:~~misallocated Restricted Funds.

~~Common~~On December ~~Stock~~6, ~~Subject~~2024, the Company and Sponsor entered into an Amended and Restated Subscription Agreement (the “Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”) pursuant to ~~Possible~~which ~~Redemption~~Polar contributed an additional $200,000 to Sponsor (for an aggregate of $500,000, such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to fund any additional extensions of the date by which the Company must consummate an initial Business Combination and to cover working capital expenses. The Subscription Agreement provides that in connection with the Polar Capital Investment, the Company will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 200,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 500,000 shares to be transferred and/or issued to Polar).

WeOn February ~~account~~9, ~~for~~2025, ~~our~~the ~~common~~Company ~~stock~~and ~~subject~~Sponsor toentered ~~possible redemption~~into ina ~~accordance~~Subscription ~~with~~Agreement (the ~~guidance in ASC 480,~~ “~~Distinguishing~~February ~~Liabilities~~2025 ~~from~~Subscription ~~Equity~~Agreement” ~~(“ASC 480”~~)~~. Common~~ ~~stock~~with ~~subject~~Kevin toWright ~~mandatory~~and ~~redemption~~Jeanine isPercival ~~classified~~Wright asRevocable aTrust ~~liability~~(the ~~instrument~~“Investor”) ~~and~~pursuant isto ~~measured~~which atthe ~~fair~~Investor ~~value. Conditionally redeemable~~contributed ~~common~~an ~~stock~~additional ~~(including~~$500,000 ~~common~~to ~~stock~~Sponsor ~~that~~(the ~~features~~“Contribution”), ~~redemption~~which ~~rights~~in ~~that~~turn ~~are~~was ~~either~~loaned ~~within~~by ~~the~~Sponsor ~~control~~to of the ~~holder~~Company orto ~~subject~~fund toany ~~redemption~~additional ~~upon~~extensions ~~the occurrence~~ of ~~uncertain~~the ~~events~~date ~~not~~by ~~solely~~which ~~within~~the ~~our~~Company ~~control)~~must isconsummate ~~classified~~an asinitial ~~temporary~~Business ~~equity.~~Combination Atand ~~all~~to ~~other~~cover ~~times,~~working ~~common~~capital ~~stock~~expenses. The isFebruary ~~classified~~2025 asSubscription ~~stockholders’~~Agreement ~~equity.~~provides ~~Our~~that ~~common~~in ~~stock~~connection ~~features~~with ~~certain~~the ~~redemption~~Contribution, ~~rights~~the ~~that~~Company ~~are~~will ~~considered~~repay tothe beentire ~~outside~~balance of ~~our~~the ~~control~~Contribution ~~and subject~~ to ~~occurrence~~the ofInvestor ~~uncertain~~within ~~future~~five ~~events.~~business ~~Accordingly,~~days ~~common stock subject to possible redemption is presented as temporary equity, outside~~ of the ~~stockholders’~~closing ~~deficit section~~ of ~~our~~an ~~condensed~~initial ~~balance~~Business ~~sheets.~~Combination ~~This method would view the end~~ of the ~~reporting~~Company ~~period~~and asthat Sponsor ifwill ittransfer ~~were~~and/or ~~also~~ the ~~redemption~~Company ~~date~~will ~~for~~issue ~~the~~on ~~security.~~Sponsor’s ~~Increases~~behalf oran ~~decreases~~additional in300,000 ~~the~~shares ~~carrying~~of ~~amount~~Class ofA ~~redeemable~~ common stock ~~are~~to the ~~affected~~Investor byimmediately ~~charges~~prior ~~against~~to ~~additional~~the ~~paid~~closing inof ~~capital~~an ~~and~~initial ~~accumulated~~Business ~~deficit~~Combination of the Company.

~~Net~~The borrowings ~~Loss~~under ~~Per~~the ~~Share~~Working Capital Loans structure as of September 30, 2025 and December 31, 2024 were $1,800,000 and $1,155,205, respectively.

~~The~~On August ~~Company~~11, ~~complies~~2025, ~~with~~the ~~accounting~~Company and ~~disclosure~~Sponsor on entered into a Subscription Agreement (the “August Subscription Agreement”) with ~~requirements~~Polar ofpursuant ~~FASB~~to ~~ASC~~which ~~Topic~~Polar ~~260~~contributed an additional $400,000 ~~“Earnings~~to ~~Per~~the ~~Share~~Company to cover working capital expenses.” ~~Net~~The ~~loss~~August ~~per~~Subscription Agreement ~~share~~provides isthat ~~computed~~in byconnection ~~dividing~~with ~~net~~the ~~loss~~Polar byCapital Investment, the ~~weighted~~Company immediately prior to the closing of a business combination ~~average~~will ~~number~~issue Polar Capital Investments one (1) share of Company class A common stock ~~outstanding~~per ~~during~~$1.00 ~~the~~contributed ~~period~~by Polar Capital Investments (i) (“subscription shares”). The ~~Company~~subscription ~~has~~shares ~~two~~meet ~~classes~~equity ofclassification ~~shares~~under ASC 815-40. Additionally, ~~which~~in ~~are~~connection with ~~referred~~the toAugust asSubscription ~~Class~~Agreement, ~~A common~~an ~~stock~~amount ~~and~~equal ~~Class~~to Bthe ~~common~~Investor ~~stock.~~Capital ~~Earnings~~Contribution ~~and~~shall ~~losses~~be ~~are~~paid ~~shared~~by ~~pro~~the ~~rata~~Company ~~between~~to the ~~two~~Investor as ~~classes~~a return of ~~shares~~capital within 5 business days of the De-SPAC Closing. ~~Public~~The ~~Warrants~~Sponsor shall not sell, transfer, or otherwise dispose of any securities (~~see~~including warrants) owned by the Sponsor without the Investor’s consent, other than Permitted Share Transfers, until ~~Note~~the 3full amount of the Investor Capital Contribution has been paid to the ~~unaudited~~Investor. ~~condensed~~The ~~consolidated~~Company ~~financial~~and ~~statements)~~Sponsor shall be jointly and ~~Private~~severally obligated ~~Placement~~for ~~Warrants~~such ~~(see~~repayment. ~~Note~~If 4the toDe-SPAC Closing occurs, the ~~unaudited~~Investor ~~condensed~~may, in its sole discretion, elect at the De-SPAC Closing or ~~consolidated~~at ~~financial~~any ~~statements)~~time prior to ~~purchase~~the ~~13,164,375~~repayment of the Investor Capital Contribution to receive such repayment of the Investor Capital Contribution from the Company either in cash or shares of the Company’s Class A common stock at ~~$11.50~~a ~~per~~rate of one share ~~were~~of ~~issued~~Class onA ~~December~~common ~~14,~~stock ~~2021.~~for Ateach ~~June~~$10 ~~30,~~of ~~2025~~the ~~and~~Investor ~~December~~Capital ~~31,~~Contribution ~~2024,~~(ii) no(the ~~Public~~“Return ~~Warrants~~of orCapital”). ~~Private~~In ~~Placement~~the ~~Warrants~~event ~~have~~that ~~been~~the ~~exercised.~~Sponsor ~~The~~or ~~13,164,375~~the ~~potential~~Company ~~shares~~defaults ofin ~~Class~~its Aobligations ~~common~~and ~~stock~~that such default continues for ~~outstanding~~a ~~Public~~period ~~Warrants~~of five (5) business days following written notice to the Sponsor and ~~Private~~Company ~~Placement~~(the ~~Warrants~~“Default Date”), the Company shall immediately issue to ~~purchase~~Polar 0.1 shares of the Company’s ~~stock~~Class ~~were~~A ~~excluded~~common ~~from~~stock ~~diluted~~(iii) ~~earnings~~(the ~~per~~“Default ~~share~~Shares”) for ~~the~~each ~~three~~$1.00 ~~months~~of ~~ended~~the ~~June~~Polar ~~30,~~contribution ~~2025~~on ~~and~~the ~~2024~~Default ~~because~~Date ~~they~~and ~~are~~shall ~~contingently~~issue ~~exercisable,~~Polar ~~and~~an ~~the~~additional ~~contingencies~~0.1 ~~have~~Default ~~not~~Shares ~~yet~~for ~~been~~each ~~met~~$1.00 Asof athe ~~result,~~Polar ~~diluted~~contribution ~~net~~that ~~loss~~Polar ~~per~~funded ~~common~~each ~~stock~~month thereafter, until the default is cured. Although the ~~same~~Default asShares ~~basic~~and ~~net~~Return ~~loss~~of ~~per~~Capital ~~common~~shares ~~stock for~~are equity linked, they are classified as liabilities due to the ~~period~~failure to mee equity classification criteria under ASC 815-40.

~~Accounting~~In connection ~~for~~with ~~Warrants~~the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements - Going Concern” (“ASC 205-40”), management has determined that the Company’s liquidity position and mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to complete its initial Business Combination before June 14, 2026 (the “mandatory liquidation date”); however, there can be no assurance that the Company will be able to extend the mandatory liquidation date (if the mandatory liquidation date is extended by the full amount of time). No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 14, 2026. The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own shares of common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7 to the unaudited condensed consolidated financial statements, the Company determined that upon review of the warrant agreements, the public warrants and private placement warrants issued pursuant to the warrant agreements qualify for equity accounting treatment.31

~~Recent~~Off-Balance Sheet ~~Accounting Pronouncements~~Arrangements

InWe have ~~November~~no ~~2023~~obligations, ~~the FASB issued ASU 2023-07~~assets, ~~Segment~~ ~~Reporting~~or ~~(Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures~~liabilities, onwhich anwould ~~annual and~~be ~~interim~~considered ~~basis,~~off-balance ofsheet ~~significant~~arrangements ~~segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),~~ as ~~well as the aggregate amount~~ of ~~other~~September ~~segment~~30, ~~items included in the reported measure of segment profit or loss~~2025. ~~The~~We ~~ASU requires that~~do anot ~~public~~participate ~~entity~~in ~~disclose~~transactions ~~the~~that ~~title~~create ~~and~~relationships ~~position~~with ofentities ~~the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit~~ or ~~loss~~financial inpartnerships, ~~assessing~~often ~~segment~~referred ~~performance and deciding how~~ to ~~allocate~~as ~~resources.~~variable ~~Public entities will be required to provide all~~interest ~~annual disclosures currently required by Topic 280 in interim periods~~entities, ~~and~~which ~~entities~~would ~~with~~have abeen ~~single~~established ~~reportable~~for ~~segment are required to provide all~~ the ~~disclosures~~purpose ~~required~~of byfacilitating ~~the~~off-balance ~~amendments~~sheet ~~in this ASU and existing segment disclosures in Topic 280~~arrangements. ~~This~~We ~~ASU~~have isnot ~~effective~~entered ~~for fiscal~~into ~~years~~any ~~beginning~~off-balance ~~after~~sheet ~~December~~financing 15arrangements, ~~2023,~~established ~~and~~any ~~interim~~special ~~periods~~purpose ~~within fiscal years beginning after December 15~~entities, ~~2024,~~guaranteed ~~with~~any ~~early~~debt ~~adoption permitted.~~or ~~This~~commitments ~~ASU became effective as~~ of ~~December~~other 31entities, or ~~2024~~purchased ~~and~~any ~~the Company’s management adopted in its~~ non-financial ~~statements and related disclosures~~assets.

~~Management does not believe that any other recently~~Contractual ~~issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.~~Obligations

32We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, and administrative and support services, provided to the Company. We began incurring these fees on December 9, 2021, and will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

~~ITEM~~The underwriters 3are entitled to deferred underwriting commissions of $0.35 ~~QUANTITATIVE~~per ~~AND~~unit ~~QUALITATIVE~~($0.55 ~~DISCLOSURES~~per ~~ABOUT~~unit ~~MARKET~~from ~~RISK~~the over-allotment units), or $8,956,250 from the closing of the initial public offering and the over-allotment units. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement. On January 28, 2025, Citigroup, as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant to a deferred fee waiver letter agreement between Citigroup and the Company upon the successful business combination with Ace Green Recycling. The waiver of deferred underwriting commissions is contingent upon such successful business combination, thus, as of September 30, 2025, the full amount of $8,956,250 remains outstanding.

AsThe holders aof ~~“smaller~~Founder ~~reporting~~Shares, ~~company~~Private Placement Units and units that may be issued upon conversion of Working Capital Loans,” if any, are weentitled to registration rights pursuant to a certain registration rights agreement, dated December 9, 2021. These holders are ~~not~~entitled to ~~required~~make up to ~~provide~~three demands, excluding short form demands, that the ~~information~~Company ~~called~~register ~~for~~such bysecurities. ~~this~~In ~~Item~~addition, 3these holders will have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~ITEM 4. CONTROLS AND PROCEDURES~~JOBS Act

~~Evaluation~~On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected to delay the adoption of ~~Disclosure~~new ~~Controls~~or revised accounting standards, and ~~Procedures~~as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

~~Disclosure~~Subject to ~~controls~~certain ~~and~~conditions ~~procedures~~set ~~are~~forth ~~controls and~~in ~~other~~the ~~procedures~~JOBS ~~that~~Act, ~~are~~if, ~~designed~~as an “emerging growth company,” we choose to ~~ensure~~rely ~~that~~on ~~information~~such exemptions we may not be required to, beamong ~~disclosed~~other inthings, ~~our~~(i) ~~reports~~provide ~~filed~~an orauditor’s ~~submitted~~attestation ~~under~~report ~~the Exchange~~on ~~Act~~our issystem ~~recorded,~~of ~~processed,~~internal ~~summarized~~control ~~and~~over financial ~~reported~~reporting ~~within~~pursuant to Section 404 of the ~~time~~Sarbanes-Oxley ~~periods~~Act, ~~specified~~(ii) inprovide all of the ~~SEC’s~~compensation ~~rules~~disclosure ~~and~~that ~~forms.~~may ~~Disclosure~~be required ~~controls~~of ~~and~~non-emerging ~~procedures~~growth ~~include,~~public ~~without~~companies ~~limitation,~~under ~~controls~~the Dodd-Frank Wall Street Reform and ~~procedures~~Consumer ~~designed~~Protection toAct, ~~ensure~~(iii) ~~that~~comply ~~information~~with ~~required~~any torequirement that may be ~~disclosed in~~adopted ~~our~~by ~~reports~~the ~~filed~~PCAOB regarding mandatory audit firm rotation or ~~submitted~~a ~~under~~supplement to the ~~Exchange~~auditor’s ~~Act~~report isproviding ~~accumulated~~additional information about the audit and ~~communicated~~the tofinancial ~~our~~statements ~~management,~~(auditor ~~including~~discussion ~~our~~and ~~Chief~~analysis) ~~Executive~~and (iv) disclose certain executive compensation ~~Officer~~related items such as the correlation between executive compensation and ~~Chief~~performance ~~Financial~~and ~~Officer,~~comparisons asof ~~appropriate~~executive compensation to ~~allow~~median employee ~~timely~~compensation. ~~decisions~~These ~~regarding~~exemptions ~~required~~will ~~disclosure~~apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2025 due to the material weakness described below.32

~~Material~~Critical Accounting ~~Weakness~~Policies and Estimates

AThe preparation ~~material~~of ~~weakness~~unaudited iscondensed aconsolidated ~~deficiency~~financial orstatements ~~combination~~and related disclosures in conformity with accounting principles ofgenerally ~~deficiencies~~accepted in ~~internal~~the ~~control~~United ~~over~~States ~~financial~~of ~~reporting~~America ~~such~~requires ~~that~~management ~~there~~to ismake aestimates ~~reasonable~~and ~~possibility~~assumptions that aaffect ~~material~~the ~~misstatement~~reported amounts of ~~its~~assets ~~financial~~and ~~statements~~liabilities, ~~would~~disclosure ~~not~~of becontingent ~~prevented~~assets orand ~~detected~~liabilities onat athe ~~timely~~date ~~basis.~~of ~~These~~the ~~deficiencies~~financial ~~could~~statements, ~~result~~and inincome ~~additional~~and ~~material~~expenses ~~misstatements~~during tothe ~~our~~periods ~~financial~~reported. ~~statements~~Actual ~~that~~results could ~~not~~materially bediffer ~~prevented~~from orthose ~~detected~~estimates. onWe ahave ~~timely~~identified ~~basis.~~the following critical accounting policies:

~~The following deficiencies resulted in the Company’s~~Common ~~inability~~Stock Subject to ~~timely~~Possible file its Annual Report on Form 10-K for the year ended December 31, 2023, the Quarterly Report on Form 10-Q for the three months ended March 31, 2024, the Quarterly Report on Form 10-Q for the three months ended June 30, 2024 and the Quarterly Report on Form 10-Q for the three months ended September 30, 2024, and resulted in a material weakness in our internal control over financial reporting.Redemption

~~Through~~We account ~~March~~for ~~31,~~our ~~2024,~~common stock subject to possible redemption in accordance with the ~~Company~~guidance ~~used~~in ~~portions~~ASC 480, “Distinguishing Liabilities offrom ~~the~~Equity” ~~Restricted~~(“ASC ~~Funds~~480”). Common stock subject to ~~pay~~mandatory ~~for~~redemption ~~general~~is ~~operating~~classified ~~expenses~~as ina ~~the~~liability ~~aggregate~~instrument ~~amount~~and is ofmeasured ~~$669,440~~at fair value. ~~Management~~Conditionally ~~later~~redeemable ~~determined~~common stock (including common stock that ~~this~~features redemption rights that are either ~~use~~within the control of ~~Restricted~~the ~~Funds~~holder ~~was~~or ~~not~~subject into ~~accordance~~redemption ~~with~~upon the ~~Charter~~occurrence ~~and~~of ~~the~~uncertain ~~amended~~events ~~Trust~~not ~~Agreement~~solely within our control) is classified as temporary equity. OnAt ~~April~~all ~~10,~~other ~~2024~~times, ~~the~~common ~~misallocated~~stock ~~$669,440~~is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of ~~Restricted~~our ~~Funds~~control ~~was~~and ~~replenished~~subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the ~~Company~~stockholders’s ~~operating~~deficit ~~account~~section of our condensed balance sheets. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the ~~form~~carrying amount of anredeemable ~~intercompany~~common ~~loan~~stock ~~made~~are affected by ~~Sponsor~~charges against additional paid in capital and accumulated deficit.

33Net Income (Loss) Per Share

OnThe Company ~~April~~complies 3,with ~~2024~~accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period. The Company ~~paid~~has ~~$720~~two classes of shares,~~192~~ which are referred to as Class A common stock and Class B common stock. Earnings ~~satisfy~~ and ~~income~~losses ~~tax~~are ~~liabilities~~shared ~~for~~pro ~~2022~~rata between the two classes of shares. OnPublic ~~May~~Warrants ~~16,~~(see ~~2024,~~Note 3 to the ~~Company~~unaudited ~~paid~~condensed ~~$820~~consolidated financial statements) and Private Placement Warrants (see Note 4 to the unaudited condensed consolidated financial statements) to purchase 13,~~571~~164,375 shares of ~~its~~Class ~~2023~~A ~~income~~common ~~tax~~stock ~~liabilities~~at ~~and~~$11.50 per share were issued on ~~July~~December 2214, 2021. At September 30, 2025 and December 31, 2024, ~~the~~no ~~Company~~Public ~~paid~~Warrants ~~$79~~or Private Placement Warrants have been exercised. The 13,~~849~~164,375 potential shares of ~~2023~~Class ~~Delaware~~A ~~franchise~~common ~~tax~~stock ~~liabilities.~~for ~~During~~outstanding ~~December~~Public Warrants ~~2024,~~and Private Placement Warrants to purchase the Company’s ~~paid~~stock ~~$658~~were excluded from diluted earnings per share for the three months ended September 30,~~686~~ of2025 ~~its~~and 2024 because ~~income~~ they ~~taxes~~are contingently exercisable, ~~inclusive~~and ofthe ~~$43,257~~contingencies ofhave ~~interest~~not ~~and~~yet ~~penalties~~been ~~incurred,~~met. ~~and~~As ~~$61~~a result,~~891~~ diluted ofnet ~~its~~income ~~2024~~(loss) ~~Delaware~~per ~~franchise~~common ~~tax~~stock ~~liabilities~~is the same as basic net loss per common stock for the period.

~~In connection with the preparation of the Company’s~~Accounting ~~financial statements as of and~~ for the year ended December 31, 2023, the Audit Committee of the Board of Directors, in consultation with management, determined that the Company should restate its previously issued unaudited condensed financial statements contained in its Quarterly Report on Form 10-Q for the three months ended September 30, 2023. During 2023, the Company withdrew funds from the Trust Account, which was restricted for payment of tax liabilities, and determined that approximately $1.5 million of the funds withdrawn from the Trust Account were incorrectly recorded as a component of Investments held in Trust Account when such funds should have been recorded and presented as a component of restricted cash as of September 30, 2023. This resulted in a restatement of restricted cash and investments held in Trust Account. In connection with the change in presentation for restricted cash and Trust Account, the Company also restated the cash flow statement to properly present the amount of cash withdrawn from the Trust Account to pay franchise and income taxes.Warrants

~~Remediation~~The Company ~~Efforts~~accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ~~Address~~ASC 480, meet the ~~Identified~~definition of a ~~Material~~liability ~~Weakness~~pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own shares of common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. As discussed in Note 7 to the unaudited condensed consolidated financial statements, the Company determined that upon review of the warrant agreements, the public warrants and private placement warrants issued pursuant to the warrant agreements qualify for equity accounting treatment.

~~To address the material weakness, management has~~Recent ~~devoted,~~Accounting and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. In particular, management’s plans include enhanced controls and improved internal communications within the Company and its financial reporting advisors related to the identification of any new contractual arrangements, as well as controls to ensure the Company has oversight of the cash availability for operating needs, including more clearly designating in the Company’s internal books and records the cash that is restricted in its use and the implementation of an additional layer of review of payments for operating expenses to ensure that restricted cash is not used for payment of general operating expenses, and conducting remedial training for management, relevant staff and service providers to reiterate and reinforce the terms of the Trust Agreement. Management’s remediation plan also includes the addition of a control requiring the Company’s audit committee to approve any withdrawals from the Trust Account and requiring the placement of such withdrawn funds in a restricted account for the payment of taxes. To address the material weakness identified in connection with the Company’s financial statements, management has added a control requiring enhanced documentation of discussions between management, the Company’s advisors and the Company’s audit committee regarding the proper usage of the cash withdrawn from the Trust Account.Pronouncements

AsIn November of2023, ~~June~~the ~~30,~~FASB ~~2025~~issued ASU 2023-07, weSegment ~~continue~~Reporting (Topic 280): Improvements to ~~implement~~Reportable ~~our~~Segment ~~remediation~~Disclosures. ~~plan~~The ~~and~~amendments in wethis ~~believe~~ASU werequire ~~have~~disclosures, ~~put~~on inan ~~place~~annual ~~the~~and ~~processes~~interim basis, ~~procedures~~of ~~and~~significant ~~reviews necessary~~segment toexpenses ~~address~~that are regularly provided to the ~~material~~chief operating ~~weakness~~officer decision maker (“CODM”), ~~however~~as ~~until~~well as the ~~applicable~~aggregate ~~controls~~amount ~~operate~~of ~~for~~other segment items included in the reported measure of segment profit or loss. The ASU requires that a ~~sufficient~~public ~~period~~entity disclose the title and position of ~~time~~the CODM and ~~management~~an explanation ~~has~~of ~~concluded,~~how ~~through~~the ~~testing,~~CODM ~~that~~uses ~~these~~the ~~controls~~reported ~~are~~measure(s) ~~operating~~of ~~effectively,~~segment ~~the~~profit ~~material~~or ~~weaknesses~~loss ~~will~~in ~~not~~assessing besegment ~~considered~~performance ~~remediated.~~and deciding how to allocate Weresources. ~~can~~Public ~~offer~~entities nowill ~~assurance~~be ~~that~~required ~~these~~to ~~initiatives~~provide ~~will~~all ~~ultimately~~annual ~~have~~disclosures ~~the~~currently ~~intended~~required ~~effects.~~by WeTopic 280 in interim periods, and entities with a single reportable segment are ~~committed~~required to provide all the ~~continuous~~disclosures ~~improvement~~required by the amendments in this ASU and existing ofsegment ~~our~~disclosures ~~internal~~in ~~control~~Topic ~~over~~280. ~~financial~~This ~~reporting~~ASU is effective for fiscal years beginning after December 15, 2023, and ~~will~~interim ~~continue~~periods towithin fiscal ~~diligently~~years ~~review~~beginning ~~our~~after ~~internal~~December ~~control~~15, ~~over~~2024, with early adoption permitted. This ASU became effective as of December 31, 2024 and the Company’s management adopted in its financial ~~reporting~~statements and related disclosures.

~~Changes~~Management does innot ~~Internal~~believe ~~Control~~that ~~Over~~any ~~Financial~~other recently issued, but not yet effective, accounting standards if currently adopted would have a material ~~Reporting~~effect on the accompanying unaudited condensed consolidated financial statements.

Except as described above under “Remediation Efforts to Address the Identified Material Weakness,” there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.33

34ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~PART II~~As a -“smaller ~~OTHER~~reporting ~~INFORMATION~~company,” we are not required to provide the information called for by this Item 3.

ITEM 1 4. ~~LEGAL~~CONTROLS ~~PROCEEDINGS~~AND PROCEDURES

~~None.~~Evaluation of Disclosure Controls and Procedures

~~ITEM~~Disclosure controls 1Aand procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. ~~RISK~~Disclosure ~~FACTORS~~controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Factors that could cause our actual results to~~As ~~differ~~required ~~materially~~by ~~from~~Rules ~~those~~13a-15(b) inand ~~this Quarterly Report on Form 10~~15d-Q15(b) ~~are~~under ~~any~~the ofExchange ~~the~~Act, ~~risks~~our ~~described~~Chief inExecutive ~~our~~Officer ~~Annual~~and ~~Report~~Chief onFinancial ~~Form~~Officer ~~10-K~~carried orout ~~subsequent~~an ~~Quarterly~~evaluation ~~Reports~~of onthe ~~Form~~effectiveness ~~10-Q.~~of ~~Any~~the ofdesign ~~these~~and ~~factors~~operation ~~could~~of ~~result~~our indisclosure acontrols ~~significant~~and orprocedures ~~material~~as ~~adverse~~of ~~effect~~September on30, ~~our~~2025. ~~results~~Based ofupon ~~operations~~their orevaluation, ~~financial~~our ~~condition.~~Chief ~~Additional~~Executive ~~risk~~Officer ~~factors~~and ~~not~~Chief ~~presently~~Financial ~~known~~Officer toconcluded ~~us or~~ that weour ~~currently~~disclosure ~~deem~~controls ~~immaterial~~and ~~may also~~procedures ~~impair~~(as ~~our~~defined ~~business~~in orRules ~~results~~13a-15(e) ofand ~~operations.~~15d-15(e) Asunder of the ~~date~~Exchange ofAct) ~~this~~were ~~Quarterly~~not ~~Report,~~effective ~~there~~as ~~have~~of ~~been~~September no30, ~~material~~2025 ~~changes~~due to the ~~risk~~material ~~factors~~weakness ~~disclosed~~described ~~in our Annual Report on Form 10-K or in our subsequent Quarterly Reports on Form 10-Q~~below.

~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Material Weakness

~~The securities sold in the IPO were registered~~A ~~under~~material ~~the~~weakness ~~Securities~~is ~~Act on~~ a ~~registration~~deficiency ~~statement~~or oncombination ~~Form~~of ~~S-1~~deficiencies ~~(Registration~~in ~~No.~~internal ~~333-261287).~~control ~~The~~over ~~Registration~~financial ~~Statement~~reporting onsuch ~~Form~~that ~~S-1, as~~there ~~amended~~is ~~(the~~a ~~“Registration Statement”), for the Company’s IPO was declared effective on December 9, 2021. On December~~reasonable ~~14,~~possibility ~~2021,~~that ~~the~~a ~~Company~~material ~~consummated~~misstatement ~~the IPO~~ of ~~25,000,000~~its ~~Units.~~financial ~~Each~~statements ~~Unit~~would ~~consists~~not ofbe ~~one~~prevented ~~Public~~or ~~Share~~detected ~~and~~on ~~one-half of~~ a ~~Public~~timely ~~Warrant~~basis. ~~The~~ ~~Units~~These ~~were~~deficiencies could ~~sold~~result atin aadditional ~~price~~material ofmisstatements ~~$10.00~~to ~~per~~our ~~Unit,~~financial ~~generating~~statements ~~gross~~that ~~proceeds~~could ofnot ~~$250,000,000,~~be ~~which~~prevented isor ~~discussed~~detected inon ~~Note~~a 3timely basis.

~~Simultaneously~~The following ~~with~~deficiencies resulted in the ~~closing~~Company’s ofinability to timely file its Annual Report on Form 10-K for the ~~IPO~~year ended December 31, 2023, the ~~Company~~ ~~consummated~~Quarterly Report on Form 10-Q for the ~~sale~~three ofmonths ~~950,000~~ended ~~Private~~March ~~Placement~~31, ~~Units~~2024, atthe aQuarterly ~~price~~Report ofon $Form 10~~.00~~-Q ~~per~~for ~~Private~~the ~~Placement~~three months ~~Unit~~ended inJune a30, ~~private~~2024 ~~placement to~~and the ~~Company’s~~Quarterly ~~Sponsor,~~Report ~~generating~~on ~~gross~~Form ~~proceeds~~10-Q offor $9the three months ended September 30,~~500~~ 2024,~~000~~ ~~which~~and isresulted ~~described~~in a material weakness in ~~Note~~our 4internal control over financial reporting.

~~Subsequent~~Through March to31, ~~the closing of the IPO~~2024, the Company ~~consummated~~ ~~the~~used ~~closing~~portions of the ~~sale~~Restricted ofFunds ~~375,000~~to ~~Over-allotment~~pay ~~Units~~for ~~upon~~general ~~receiving~~operating ~~notice~~expenses ofin the ~~underwriter’s~~aggregate ~~election~~amount toof ~~partially~~$669,440. ~~exercise~~Management ~~its~~later ~~over-allotment~~determined ~~option,~~that ~~generating~~this ~~additional~~use ~~gross~~of ~~proceeds~~Restricted ofFunds ~~$3,750,000.~~was ~~Simultaneously~~not in accordance with the ~~exercise~~Charter ofand the ~~over-allotment,~~amended Trust Agreement. ~~the~~On ~~Company~~April ~~consummated~~10, 2024, the ~~Private~~misallocated ~~Placement~~$669,440 of anRestricted ~~additional~~Funds ~~3,750~~was ~~Private~~replenished ~~Placement Units~~ to the ~~Sponsor,~~Company’s ~~generating~~operating ~~gross~~account ~~proceeds~~in the form of ~~$37,500~~an intercompany loan made by Sponsor.

Offering costs for the IPO and the exercise of the underwriters’ Over-allotment Units amounted to $14,420,146, consisting of $5,075,000 of underwriting fees, $8,881,250 of deferred underwriting fees payable (which are held in the Trust Account) and $463,896 of other costs. As described in Note 6, the $8,956,250 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by December 14, 2024, subject to the terms of the underwriting agreement.34

~~Following~~On April ~~the~~3, ~~closing~~2024, of the ~~IPO~~Company ~~and~~paid ~~exercise of the over-allotment,~~ $~~256~~720,~~287,500~~192 ofto ~~the~~satisfy ~~net~~income ~~proceeds~~tax ~~from~~liabilities ~~the~~for ~~IPO~~2022. ~~(including~~On ~~the~~May ~~Over-allotment~~16, ~~Units)~~2024, ~~and~~ the ~~Private~~Company ~~Placement~~paid ~~Units was~~$820,571 ~~placed~~of inits 2023 aincome ~~Trust~~tax ~~Account~~liabilities and ~~invested~~on inJuly ~~U.S.~~22, ~~government securities~~2024, ~~within~~ the ~~meaning set forth in Section 2(a)(16) of the Investment~~ Company ~~Act~~paid $79,849 ~~with a maturity~~ of ~~185~~2023 ~~days~~Delaware orfranchise ~~less~~tax orliabilities. inDuring ~~any open-ended investment company that holds itself out as a money market fund~~December ~~selected~~2024, by the Company ~~meeting~~paid ~~the~~$658,686 ~~conditions~~ of ~~paragraphs~~its ~~(d)(2),~~2024 ~~(d)(3)~~income ~~and~~taxes, ~~(d)(4)~~inclusive of ~~Rule~~$43,257 ~~2a-7~~ of ~~the~~interest ~~Investment~~and ~~Company~~penalties ~~Act~~incurred, ~~as determined~~and ~~by the Company~~$61,891 ~~until the earlier~~ of: ~~(i)~~its 2024 ~~the~~Delaware ~~completion~~franchise oftax ~~a Business Combination and (ii) the distribution of the Trust Account~~liabilities.

WeIn connection ~~paid~~with athe ~~total~~preparation of $5the Company’s financial statements as of and for the year ended December 31,~~000~~ 2023,~~000~~ ~~underwriting~~the ~~discounts~~Audit ~~and~~Committee ~~commissions~~of ~~and~~the ~~$463~~Board of Directors,~~896~~ ~~for~~in ~~other~~consultation ~~offering~~with ~~costs~~management, ~~and~~determined ~~expenses~~that ~~related~~the toCompany should restate its previously issued unaudited condensed financial statements contained in its Quarterly Report on Form 10-Q for the ~~IPO.~~three Inmonths ~~addition~~ended September 30, 2023. During 2023, the ~~underwriters~~Company ~~agreed~~withdrew tofunds ~~defer~~from $8the Trust Account,~~956~~ which was restricted for payment of tax liabilities,~~250~~ and determined that approximately $1.5 million of the funds withdrawn from the Trust Account were incorrectly recorded as a component of Investments held in ~~underwriting~~Trust ~~discounts~~Account when such funds should have been recorded and ~~commissions~~presented ~~until~~as ~~consummation~~a component of restricted cash as of September 30, 2023. This resulted in a ~~Business~~restatement ~~Combination~~of asrestricted ~~described~~cash ~~above~~and investments held in Trust Account. In connection with the change in presentation for restricted cash and Trust Account, the Company also restated the cash flow statement to properly present the amount of cash withdrawn from the Trust Account to pay franchise and income taxes.

~~For~~Remediation Efforts ato ~~description~~Address of the ~~use~~Identified ofMaterial ~~the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.~~Weakness

~~ITEM~~To address 3the material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. ~~DEFAULTS~~In ~~UPON~~particular, ~~SENIOR~~management’s ~~SECURITIES~~plans include enhanced controls and improved internal communications within the Company and its financial reporting advisors related to the identification of any new contractual arrangements, as well as controls to ensure the Company has oversight of the cash availability for operating needs, including more clearly designating in the Company’s internal books and records the cash that is restricted in its use and the implementation of an additional layer of review of payments for operating expenses to ensure that restricted cash is not used for payment of general operating expenses, and conducting remedial training for management, relevant staff and service providers to reiterate and reinforce the terms of the Trust Agreement. Management’s remediation plan also includes the addition of a control requiring the Company’s audit committee to approve any withdrawals from the Trust Account and requiring the placement of such withdrawn funds in a restricted account for the payment of taxes. To address the material weakness identified in connection with the Company’s financial statements, management has added a control requiring enhanced documentation of discussions between management, the Company’s advisors and the Company’s audit committee regarding the proper usage of the cash withdrawn from the Trust Account.

~~None~~As of September 30, 2025, we continue to implement our remediation plan and we believe we have put in place the processes, procedures and reviews necessary to address the material weakness, however until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively, the material weaknesses will not be considered remediated. We can offer no assurance that these initiatives will ultimately have the intended effects. We are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

~~ITEM~~Changes in 4.Internal ~~MINE~~Control ~~SAFETY~~Over ~~DISCLOSURES~~Financial Reporting

~~Not~~Except as ~~applicable~~described above under “Remediation Efforts to Address the Identified Material Weakness,” there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 5. OTHER INFORMATION~~35

~~On August 11, 2025, the Company and Sponsor entered into a Subscription~~PART II ~~Agreement~~- ~~(the~~OTHER “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $400,000 to Sponsor (for an aggregate of $900,000, such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to the Company to cover working capital expenses. The August Subscription Agreement provides that in connection with the Polar Capital Investment, the Company will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial Business Combination of the Company and that Sponsor will transfer and/or the Company will issue on Sponsor’s behalf an additional 400,000 shares of Class A common stock to Polar immediately prior to the closing of an initial Business Combination of the Company (for an aggregate of 900,000 shares to be transferred and/or issued to Polar).INFORMATION

35ITEM 1. LEGAL PROCEEDINGS

~~ITEM 6~~None. ~~EXHIBITS~~

~~The following exhibits are filed as part of, or~~ITEM ~~incorporated~~1A. byRISK ~~reference into, this Quarterly Report on Form 10-Q.~~FACTORS

No.		Description of Exhibit
10.1*		Subscription Agreement, dated as of August 11, 2025, by and between Polar Multi-Strategy Master Fund, Athena Technology Sponsor II, LLC, and Athena Technology Acquisition Corp. II
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Factors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q are any of the risks described in our Annual Report on Form 10-K or subsequent Quarterly Reports on Form 10-Q. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K or in our subsequent Quarterly Reports on Form 10-Q.

*ITEM 2. ~~Filed~~UNREGISTERED ~~herewith.~~SALES **OF ~~Furnished~~EQUITY ~~herewith~~SECURITIES AND USE OF PROCEEDS

36The securities sold in the IPO were registered under the Securities Act on a registration statement on Form S-1 (Registration No. 333-261287). The Registration Statement on Form S-1, as amended (the “Registration Statement”), for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO of 25,000,000 Units. Each Unit consists of one Public Share and one-half of a Public Warrant. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.

~~SIGNATURE~~Simultaneously with the closing of the IPO, the Company consummated the sale of 950,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Company’s Sponsor, generating gross proceeds of $9,500,000 which is described in Note 4.

~~Pursuant~~ Subsequent to the ~~requirements~~ closing of the ~~Securities~~IPO, ~~Exchange~~the ~~Act~~Company consummated the closing of ~~1934~~the sale of 375,000 ~~the~~Over-allotment ~~registrant~~Units ~~has~~upon ~~duly~~receiving ~~caused~~notice ~~this~~of ~~report~~the underwriter’s election to bepartially ~~signed~~exercise on its ~~behalf~~over-allotment byoption, generating additional gross proceeds of $3,750,000. Simultaneously with the ~~undersigned~~exercise ~~thereunto~~of the over-allotment, the Company consummated the Private Placement of an additional 3,750 Private Placement Units ~~duly~~to ~~authorized~~the Sponsor, generating gross proceeds of $37,500.

	ATHENA TECHNOLOGY ACQUISITION CORP. II
Date: August 19, 2025	By:	/s/ Jennifer Calabrese
	Name:	Jennifer Calabrese
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer and Authorized Signatory)

Offering costs for the IPO and the exercise of the underwriters’ Over-allotment Units amounted to $14,420,146, consisting of $5,075,000 of underwriting fees, $8,881,250 of deferred underwriting fees payable (which are held in the Trust Account) and $463,896 of other costs. As described in Note 6, the $8,956,250 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by June14, 2026, subject to the terms of the underwriting agreement.

37Following the closing of the IPO and exercise of the over-allotment, $256,287,500 of the net proceeds from the IPO (including the Over-allotment Units) and the Private Placement Units was placed in a Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

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We paid a total of $5,000,000 underwriting discounts and commissions and $463,896 for other offering costs and expenses related to the IPO. In addition, the underwriters agreed to defer $8,956,250 in underwriting discounts and commissions until consummation of a Business Combination as described above.

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
2.1		Business Combination Agreement, dated as of December 4, 2024, by and among Athena Technology Acquisition Corp. II, Athena Technology Sponsor II, LLC, Ace Green Recycling, Inc. and Project Atlas Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 001-41144), filed with the Securities and Exchange Commission on December 5, 2024)

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.
**	Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ATHENA TECHNOLOGY ACQUISITION CORP. II

Date: December 31, 2025	By:	/s/ Jennifer Calabrese
	Name:	Jennifer Calabrese
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer and Authorized Signatory)

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Filing Compare · Athena Technology Acquisition Corp. II