Athena Technology Acquisition Corp. II 8-K

What Happened
Athena Technology Acquisition Corp. II (ATEK) filed an 8-K on January 30, 2026 disclosing updates and an investor presentation related to its proposed business combination with Ace Green Recycling, Inc. The parties entered into a Business Combination Agreement dated December 4, 2024 under which Project Atlas Merger Sub Inc. will merge into Ace Green, with Ace Green surviving as a wholly owned subsidiary of Athena. The transaction is being pursued via a registration statement on Form S-4 first filed April 30, 2025 (File No. 333-286836). Both Athena and Ace Green will hold special stockholder meetings to vote on the proposals required for the merger, which remains subject to satisfaction or waiver of closing conditions.

Key Details

• Business Combination Agreement signed: December 4, 2024.
• Registration Statement (Form S-4) first filed: April 30, 2025 (File No. 333-286836).
• Filing date of this 8-K: January 30, 2026; investor presentation attached as Exhibit 99.1.
• Merger structure: Merger Sub will merge into Ace Green; Ace Green to become a wholly owned subsidiary of Athena pending approvals and closing conditions.
• Transaction is conditioned on customary closing conditions (including stockholder approvals and potential Nasdaq listing of the surviving company).

Why It Matters
This 8-K confirms progress in the proposed SPAC-style business combination that would make Ace Green a public company through Athena. Investors should note the vote requirements, the transaction’s conditional nature (including regulatory and Nasdaq listing risks), and the detailed forward-looking risk disclosures highlighted in the S-4—such as scaling, capital needs, customer concentration, market-price volatility for recovered materials, and potential delays or termination. Retail investors considering ATEK shares or Ace Green exposure should review the Form S-4 and related proxy materials (available on the SEC website) before voting or investing.