Athena Technology Acquisition Corp. II 8-K

What Happened

• Athena Technology Acquisition Corp. II (ATEK) and Ace Green Recycling, Inc. amended their Business Combination Agreement on April 18, 2026 to increase authorized preferred shares of the post‑merger company (New Ace Green) from 1,000,000 to 5,000,000 to permit issuance of a 12.0% Series A Cumulative Convertible Preferred Stock.
• On April 21, 2026 Athena and Ace Green entered into Purchase Agreements with third‑party PIPE investors for an aggregate $32,000,000 PIPE investment: 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock (convertible into common stock at an initial $12.00 per share conversion price) and warrants to buy 5,000,000 common shares at an initial $12.00 exercise price. PIPE investors will also receive a pro rata portion of 1,000,000 common shares as additional consideration.
• The PIPE closing is expected to occur concurrently with the Business Combination, subject to customary conditions including approval to list New Ace Green common stock on an approved exchange. Athena also entered a Registration Rights Agreement on April 21, 2026 to file resale registrations for the PIPE investors’ shares. A press release was furnished on April 23, 2026.

Key Details

• PIPE size: $32,000,000 total purchase price.
• Preferred issued: 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock.
• Conversion/exercise: Initial conversion price for preferred and initial warrant exercise price both $12.00 per share.
• Warrants: Rights to purchase 5,000,000 common shares; PIPE investors also share 1,000,000 additional common shares pro rata.
• Securities will be issued in a private placement relying on Section 4(a)(2) of the Securities Act; Athena agreed to file registration statements for resale.

Why It Matters

• This PIPE provides committed capital intended to support the proposed business combination between Athena and Ace Green, reducing funding risk at closing if all conditions are met.
• The financing creates potential dilution: preferred stock convertible into common shares and a sizable warrant pool (5M shares) could increase share count upon conversion/exercise.
• Closing remains conditional on customary items—notably exchange listing approval—so the transaction and PIPE proceeds are not finalized until those conditions are satisfied.
• Athena’s filing also highlights material risks related to Ace Green’s scaling, financing needs, customer concentration, market pricing for recycled materials and other factors that investors should review in the registration statement and risk disclosures before making decisions.