Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 16 2024 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE
FILING
(Check
one): |
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☐ Form
10-K |
☐ Form
20-F |
☐ Form
11-K |
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Form 10-Q |
☐ Form
10-D |
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☐ Form
N-CEN |
☐ Form
N-CSR |
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For Period Ended: March 31, 2024 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Athena Technology Acquisition Corp. II |
Full Name of Registrant |
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N/A |
Former Name if Applicable |
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442 5th Avenue |
Address of Principal Executive Office (Street and Number) |
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New York, New York, 10018 |
City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Athena Technology Acquisition Corp. II (the “Company”)
will not, without unreasonable effort and expense, be able to file its Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2024 (the “Form 10-Q”) within the prescribed time period.
The Company previously reported in its Notification
of Late Filing on Form 12b-25, filed with the SEC on April 2, 2024, that the Company was unable to file its Annual Report on Form 10-K
for the year ended December 31, 2023 (the “Form 10-K”) within the prescribed time period due as the Company requires additional
time to compile the necessary disclosure and financial information to complete the Form 10-K filing.
The Company is working diligently to complete
and file the Form 10-Q as soon as practicable. However, given the time and focus dedicated to the Company’s completion of its annual
report on Form 10-K, the Company is necessarily delayed in its reporting and review process for the quarter ended March 31, 2024. As a
result, the Company does not expect to complete the preparation and filing of the Form 10-Q on or before the fifth calendar day following
the prescribed due date.
PART IV — OTHER INFORMATION
(1) | Name and telephone number of
person to contact in regard to this notification |
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Anna Apostolova |
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(970) |
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925-1572 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) | Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |
| ☐ Yes ☒ No |
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The Company has not yet filed its Annual Report on Form 10-K for the period ended December 31, 2023. |
(3) | Is it anticipated that any
significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
| ☐ Yes ☒ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Forward-Looking Statements
This Form 12b-25 contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,”
“estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking
statements. These forward-looking statements include, but are not limited to, statements regarding the filing of the Form 10-K and Form
10-Q and the timing of such filings, which reflect the Company’s expectations based upon currently available information and data.
Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ
materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause
actual results or outcomes to differ materially from those discussed in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. We undertake no obligation to update publicly any forward-looking statements, whether as a result of
future events, new information or otherwise, except as required by law.
Athena Technology Acquisition Corp. II
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date |
May 16, 2024 |
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By |
/s/
Anna Apostolova |
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Name: |
Anna Apostolova |
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Title: |
Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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