Athena Technology Acquisition Corp. II 8-K, filed Sep 29, 2026
Athena Technology Acquisition Corp. II (ATEK)
About this 8-K
Athena Technology Acquisition Corp. II filed this 8-K on September 29, 2026, reporting on events of September 24, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
BCA Waiver
On September 24, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), and Ace Green Recycling, Inc., a Delaware corporation (“Ace Green”), entered into a waiver (the “BCA Waiver”) to the Business Combination Agreement, dated as of December 4, 2024, as amended by the First Amendment thereto, dated as of March 19, 2026, and the Second Amendment thereto, dated as of April 18, 2026 (the “BCA”). Pursuant to the BCA Waiver, Athena and Ace Green agreed to waive certain provisions of the BCA requiring each of them to cause the SPAC Warrants (as defined in the BCA) to be approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”). The SPAC Warrants will not satisfy the minimum holder requirements for initial listing under Nasdaq Listing Rule 5515(a)(4), which requires warrants to have at least 100 round lot holders that are also public holders.
The foregoing summary of the BCA Waiver is qualified in its entirety by reference to the full text of the BCA Waiver, which is filed as Exhibit 2.1 hereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will" and similar expressions. These forward-looking statements are based on management's current expectations and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including, but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all; (ii) the risk that conditions to the closing of the business combination may not be satisfied or waived; (iii) the risk that Nasdaq may not list the common stock of the surviving company following the business combination; and (iv) other risks and uncertainties described in Athena's filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q and the registration statement on Form S-4.
Forward-looking statements speak only as of the date of this report. Except as required by law, Athena undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 2.1 | Business Combination Agreement Waiver, dated September 24, 2026, between Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 29, 2026 | ATHENA TECHNOLOGY ACQUISITION CORP. II | |
| By: | /s/ Isabelle Freidheim | |
| Name: | Isabelle Freidheim | |
| Title: | Chief Executive Officer | |
2
Exhibit 2.1
BUSINESS COMBINATION AGREEMENT WAIVER
This BUSINESS COMBINATION AGREEMENT WAIVER is made as of September 24, 2026 (this “Waiver”) by Athena Technology Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the BCA (as defined below).
WHEREAS, SPAC, Athena Technology Sponsor II, LLC, a Delaware limited liability company (solely for purposes of Section 6.25 thereof), Project Atlas Merger Sub Inc., a Delaware corporation (“Merger Sub”), and the Company entered into that certain Business Combination Agreement, dated as of December 4, 2024, as amended by First Amendment thereto, dated as of March 19, 2026, and the Second Amendment thereto, dated as of April 18, 2026 (the “BCA”).
WHEREAS, pursuant to Section 11.9 of the BCA, each of SPAC (on behalf of itself and Merger Sub) and the Company desire to provide a waiver as described below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of SPAC and the Company hereby provides the waiver described in Section 1 below:
| 1. | Waiver. Pursuant to Section 11.9 of the BCA, each of SPAC (on behalf of itself and Merger Sub) and the Company hereby waives: |
| (a) | The provision in Section 6.8(c) of the BCA requiring each of SPAC and the Company to use its commercially reasonable efforts to cause the SPAC Warrants issuable in accordance with the BCA to be approved for listing on Nasdaq, subject to official notice of issuance, prior to the Closing Date. |
| (b) | The condition to the obligations of each Party to consummate the Transactions set forth in Section 8.1(c) of the BCA requiring the SPAC Warrants to have been approved for listing on Nasdaq. |
| 2. | Limited Effect. The BCA shall continue in full force and effect in accordance with its terms. In particular, for purposes of clarity, the waivers set forth in Section 1 hereof apply solely to the SPAC Warrants, and the provisions of Sections 6.8(c) and 8.1(c) of the BCA otherwise remain in full force and effect, including with respect to the listing of the SPAC Shares. By executing this Waiver, each of SPAC and the Company acknowledges that this Waiver has been executed and delivered in compliance with Section 11.9 of the BCA. Reference to this Waiver need not be made in the BCA or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the BCA. |
| 3. | Incorporation by Reference. The provisions of Article XI of the BCA are incorporated herein by reference, mutatis mutandis, to the extent applicable to this Waiver. |
[Signature Page to Follows]
IN WITNESS WHEREOF, each of SPAC and the Company has caused this Waiver to be executed as of the date first written above.
| SPAC: | ||
| ATHENA TECHNOLOGY ACQUISITION CORP. II | ||
| By: | /s/ Isabelle Freidheim | |
| Name: | Isabelle Freidheim | |
| Title: | Chief Executive Officer and Chairperson of the Board of Directors | |
| Company: | ||
| ACE GREEN RECYCLING, INC. | ||
| By: | /s/ Nishchay Chadha | |
| Name: | Nishchay Chadha | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver to Business Combination Agreement]