Athena Technology Acquisition Corp. II Waives Nasdaq Listing Requirement for SPAC Warrants

What Happened

• Athena Technology Acquisition Corp. II (ATEK) and Ace Green Recycling, Inc. entered into a waiver to their Business Combination Agreement (the "BCA Waiver") on September 24, 2026.
• The waiver removes certain BCA obligations requiring the parties to have the SPAC Warrants approved for listing on The Nasdaq Stock Market LLC.

Key Details

• Parties: Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. executed the BCA Waiver on September 24, 2026.
• Agreement background: The waiver relates to the BCA dated December 4, 2024, as amended on March 19, 2026 and April 18, 2026.
• Nasdaq rule: The SPAC Warrants will not meet Nasdaq Listing Rule 5515(a)(4), which requires at least 100 round lot holders that are public holders for initial listing.
• Consequence: Because the minimum holder requirement is not satisfied, the SPAC Warrants will not be approved for initial listing on Nasdaq under the existing rule.

Why It Matters

• For investors, the immediate impact is that the SPAC Warrants will not be Nasdaq‑listed, which can limit liquidity and make it harder to trade or price those warrants compared with listed securities.
• The filing also reiterates standard forward‑looking risk factors: the business combination may not close on time or at all, and Nasdaq may or may not list the surviving company’s common stock following the business combination.
• Holders of the SPAC warrants and prospective investors should note the change in expected post‑deal marketability and monitor future filings for updates on the business combination and any alternative arrangements for warrant holders.