8-K
Athena Technology Acquisition Corp. II (ATEK)
UnitedStates
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form8-K
CurrentReport
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2022 (December 28, 2021)
AthenaTechnology Acquisition Corp. II
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41144 | 87-2447308 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer<br><br> Identification No.) |
| 442 5^th^ Avenue New York, NY | 10018 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (970) 925-1572
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units,<br> each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant | ATEK.U | New<br> York Stock Exchange |
| Shares<br> of Class A common stock, par value $0.0001 per share, included as part of the units | ATEK | New<br> York Stock Exchange |
| Redeemable<br> warrants, each exercisable for one share of Class A common stock for $11.50 per share | ATEK<br> WS | New<br> York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item3.02. Unregistered Sales of Equity Securities
The information included in Item 8.01 is incorporated into this Item by reference.
Item8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”), on December 14, 2021. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A CommonStock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole 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 to the Company of $250,000,000.
Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 950,000 units (the “Private Placement Units”). The Private Placement Units were sold to Athena Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $9,500,000.
The closing of the issuance and sale of 375,000 additional Units (the “Over-Allotment Option Units”) occurred on December 28, 2021 at a price of $10.00 per Over-allotment Option Unit, resulting in total gross proceeds of $3,750,000 to the Company.
Simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 3,750 Private Placement Units (the “AdditionalPrivate Placement Units”) at a price of $10.00 per Additional Private Placement Unit to the Sponsor, generating gross proceeds of $37,500. The Additional Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
1
On December 28, 2021, an additional $3,750,000, comprised of the proceeds of the sale of the Over-Allotment Option Units and an additional $37,500 comprised of the proceeds of the sale of the Additional Private Placement Units, was added to the Company’s U.S.-based trust account (the “TrustAccount”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.
As of December 28, 2021, the balance of the Trust Account was $256,287,500. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 of interest that may be needed to pay dissolution expenses, if any), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of 100% of the Company’s public shares if the Company has not completed an initial business combination within 18 months from the closing of the IPO, subject to applicable law.
An audited balance sheet as of December 28, 2021, reflecting receipt of the proceeds upon the sale of the Over-Allotment Option Units and Additional Private Placement Units of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Audited Balance Sheet as of December 28, 2021. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATHENA TECHNOLOGY ACQUISITION CORP. II | |
|---|---|
| By: | /s/<br> Isabelle Freidheim |
| Name:<br> Isabelle Freidheim | |
| Title:<br> Chief Executive Officer |
Dated: January 4, 2022
3
Exhibit 99.1
Athena Technology Acquisition Corp. II
BALANCE SHEET
| Pro Forma Adjustments | As Adjusted | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | 2,000,000 | $ | - | $ | 2,000,000 | |||
| Prepaid expenses and other assets - current portion | 20,850 | - | 20,850 | |||||
| Total current assets | 2,020,850 | - | 2,020,850 | |||||
| Cash held in Trust Account | 252,500,000 | 3,787,500 | 256,287,500 | |||||
| 3,750,000 | (a) | |||||||
| - | 37,500 | (b) | ||||||
| TOTAL ASSETS | 254,520,850 | $ | 3,787,500 | $ | 258,308,350 | |||
| LIABILITIES, REDEEMABLE CLASS A COMMON STOCK, AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | 356,504 | $ | - | $ | 356,504 | |||
| Note payable - related party | 104,402 | - | 104,402 | |||||
| Total current liabilities | 460,906 | - | 460,906 | |||||
| Deferred underwriting fee payable | 8,750,000 | 206,250 | (c) | 8,956,250 | ||||
| TOTAL LIABILITIES | 9,210,906 | 206,250 | 9,417,156 | |||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Common stock subject to possible redemption, 0.001 par value, 25,000,000 and 25,375,000 shares at redemption value of 10.10 per share, respectively. | 252,500,000 | 3,787,500 | (d) | 256,287,500 | ||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | - | - | - | |||||
| Class A common Stock; 0.001 par value; 300,000,000 shares authorized; 950,000 and 953,750 shares issued and outstanding (excluding 25,000,000 and 25,375,000 shares subject to possible redemption). | 95 | - | 95 | |||||
| 38 | (a) | |||||||
| - | (b) | |||||||
| (38 | )(d) | |||||||
| Class B common Stock; 0.001 par value; 20,000,000 shares authorized; 10,062,500 and 2,156,250 shares issued and outstanding (excluding 25,000,000 and 25,375,000 shares subject to possible redemption). | 1,006 | (118 | )(e) | 888 | ||||
| Additional paid-in capital | - | - | - | |||||
| - | 3,749,962 | (a) | - | |||||
| 37,500 | (b) | |||||||
| - | (206,250 | )(c) | - | |||||
| - | (3,787,462 | )(d) | - | |||||
| - | 118 | (e) | - | |||||
| - | 206,132 | (f) | - | |||||
| Accumulated deficit | (7,191,157 | ) | (206,132 | )(f) | (7,397,289 | ) | ||
| Total stockholders’ deficit | (7,190,056 | ) | (206,250 | ) | (7,396,306 | ) | ||
| TOTAL LIABILITIES, REDEEMABLE CLASS A COMMON STOCK, AND STOCKHOLDERS’ DEFICIT | 254,520,850 | $ | 3,787,500 | $ | 258,308,350 |
All values are in US Dollars.
The accompany notes are an integral part ofthe financial statement
1
NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the unaudited Balance Sheet of Athena Technology Acquisition Corp. II (the “Company”) as of December 14, 2021, adjusted for the closing of the underwriters’ partial exercise of the over-allotment option (the “Over-allotment”) and related transactions, which occurred on December 28, 2021, as described below.
On December 14, 2021, the Company consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”) generating gross proceeds of $250,000,000. Each Unit consists of one share of common stock, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one-half of one share of Class A common stock at a price of $11.50 per share, subject to adjustment at the closing of a Business Combination.
On December 14, 2021, simultaneously with the consummation of the IPO the Company consummated the issuance and sale (“Private Placement”) of 950,000 Units (the “Private Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $9,500,000. Each whole Private Placement Unit will consist of one share (“Placement Share”) and one-half of a redeemable warrant (“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 was added to the proceeds from the IPO to be held in a U.S. based trust account (the “Trust Account”). If the Company does not complete a Business Combination by June 1, 2023, 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.
The Company granted the underwriters a 45-day option to purchase up to 375,000 Units to cover Over-allotment, if any. On December 28, 2021, the underwriters partially exercised the option and purchased 375,000 additional Units (the “Over-allotment Units”), generating gross proceeds of $3,750,000.
Upon the closing of the Over-allotment on December 28, 2021, the Company consummated a private sale of an additional 3,750 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $37,500. As of December 28, 2021, a total of $256,287,500 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Units has been placed in the Trust Account. As the over-allotment option was only partially exercised, 1,181,250 shares of Class B common stock purchased by the initial shareholders have been forfeited for no consideration.
2
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ Over-allotment option described above are as follows:
| Pro-forma entries: | Credit | |||
|---|---|---|---|---|
| (a) | Cash held in trust | 3,750,000 | ||
| Class A common Stock | 38 | |||
| Additional paid-in capital | 3,749,962 | |||
| To record the sale of 375,000 Over-allotment Units at 10.00 per Unit on December 28, 2021 | ||||
| (b) | Cash held in trust | 37,500 | ||
| Class A common Stock | - | |||
| Additional paid-in capital | 37,500 | |||
| To record the sale of 3,750 Over-allotment Private Placement Units at 10.00 per Unit on December 28, 2021 | ||||
| (c) | Additional paid-in capital | 206,250 | ||
| Deferred underwriting fee payable | 206,250 | |||
| To record the deferred payment of underwriting fees arising from the sale of the Over-allotment Units | ||||
| (d) | Common Stock | 38 | ||
| Additional paid-in capital | 3,787,462 | |||
| Common stock subject to redemption | 3,787,500 | |||
| To record the change in common stock subject to redemption from the sale of the Over-allotment Units | ||||
| (e) | Class B common stock | 118 | ||
| Additional paid-in capital | 118 | |||
| To record the forfeiture of 1,181,250 shares of Class B common stock for no consideration | ||||
| (f) | Additional paid-in capital | 206,132 | ||
| Retained earnings | 206,132 | |||
| To bring additional paid-in capital to a 0 balance |
All values are in US Dollars.
3