Athena Technology Acquisition Corp. II Approves Business Combination with Ace Green

What Happened

• On September 11, 2026, Athena Technology Acquisition Corp. II held a virtual special meeting and stockholders approved the proposed business combination (merger) with Ace Green Recycling, Inc. (the “Business Combination”), amendments to the post‑combination charter, election of six directors for the post‑combination board, and a 2026 equity incentive plan.
• As of the August 7, 2026 record date there were 9,848,574 shares of Class A common stock outstanding; 9,835,040 shares (99.86%) were present or represented and constituted a quorum. The votes were essentially unanimous in favor of the proposals. Separately, holders of 9,029 shares elected to redeem; those redemptions are conditioned on and will occur only if the business combination closes.
• On September 10, 2026 the company deposited $271.48 into its trust to extend the SPAC’s combination deadline by one month — from September 14, 2026 to October 14, 2026 — the fourth of up to nine monthly extensions permitted under its charter.

Key Details

• Business Combination Proposal: 9,835,040 votes FOR; 0 against/abstentions.
• Proposed post‑combination charter approved (including name change to “Ace Green Recycling, Inc.”) — Charter vote: 9,835,030 FOR, 0 against, 10 abstained.
• Advisory charter items (increase authorized shares to 115,000,000 comprising 110,000,000 common and 5,000,000 preferred; remove blank‑check provisions and allow perpetual existence): each 9,835,030 FOR.
• Director elections (effective at closing): Richard Goldberg, Jeanine Wright, Otto C. Schwethelm, Carolyn Trabuco, Nishchay Chadha, Vipin Tyagi — each received 9,835,040 FOR.
• Equity Incentive Plan approved: 9,835,025 FOR, 10 against, 5 abstained.
• Redemption election: 9,029 shares tendered for redemption (redeemed only upon closing); trust deposit of $271.48 extends combination deadline to Oct 14, 2026 (4th extension of up to 9).

Why It Matters

• The stockholder approvals clear the path for Athena to complete its merger with Ace Green and operate as a public company under the new charter and name, subject to closing conditions. Approved charter changes expand authorized shares and eliminate SPAC‑specific provisions, affecting governance and future capitalization.
• Election of the new board and approval of the equity incentive plan set the post‑closing leadership and allow management to issue equity-based compensation, which can impact dilution and employee incentives.
• The number of shares electing redemption is small relative to total outstanding shares, while the nominal $271.48 trust deposit shows the sponsor used a permitted monthly extension to buy more time to close — the deal must still close by the extended deadline (Oct 14, 2026) or further extensions/alternatives will be required.