ATEK Athena Technology Acquisition Corp II

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

  

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 10, 2024

 

 

ATHENA TECHNOLOGY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

Delaware		001-41144		87-2447308
(State or other jurisdiction of incorporation or organization)		(Commission  File Number)		(IRS Employer  Identification No.)

 

442 5th Avenue

New York, NY 10018

(Address of registrant’s principal executive offices, including zip code)

 

(970) 925-1572

(Registrant’s telephone number, including area code)

 

 

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbols		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant		ATEK.U		NYSE American
Shares of Class A Common Stock, par value $0.0001 per share, included as part of the units		ATEK		NYSE American
Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share		ATEK WS		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its annual meeting of stockholders held on December 10, 2024 (the “2024 Annual Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025 provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company’s initial public offering of units of Class A common stock, par value $0.001 per shares (“Class A Common Stock”) and warrants to purchase shares of Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock issued and outstanding that is subject to redemption and that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 10, 2024, the Company held the 2024 Annual Meeting virtually via live webcast. As of the close of business on November 18, 2024, the record date for the 2024 Annual Meeting, there were 11,122,781 shares of Class A Common Stock outstanding, each of which was entitled to one vote per share with respect to the proposals brought before the 2024 Annual Meeting. A total of 10,583,103 shares of Class A Common Stock, representing 95.14% of the outstanding shares of Class A Common Stock entitled to vote at the 2024 Annual Meeting, were present in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the 2024 Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 21, 2024.

 

Proposal 1 — Election of two (2) Class II directors to serve until the 2027 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified.

 

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Judith Rodin		10,398,058		185,045		0
Sharon Brown-Hruska		10,583,058		45		0

 

Based on the foregoing votes, each of Judith Rodin and Sharon Brown-Hruska was elected to serve as a Class II director until the 2027 annual meeting of stockholders and until her successor has been duly elected and qualified.

 

Proposal 2 — Ratification of the appointment of WithumSmith+Brown as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
10,583,058		45		0		0

 

Based on the foregoing votes, the stockholders ratified the appointment of WithumSmith+Brown as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Proposal 3 — Approval to amend the Charter to extend the date by which the Company must consummate a business combination from December 14, 2024 to up to September 14, 2025, subject to certain requirements.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
10,208,047		375,056		0		0

 

 

Based on the foregoing votes, the stockholders approved the Amendment to the Charter.

 

Stockholders holding 977,625 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $11,497,958.97 (approximately $11.76 per share) will be withdrawn from the trust account to pay such redeeming holders.

 

Item 8.01. Other Events.

 

On December 11, 2024, the Company caused to be deposited $6,203.12 into the trust account allowing the Company to extend the period of time it has to consummate its initial business combination by one month from December 14, 2024 to January 14, 2025 (the “Monthly Extension”). The Monthly Extension is the first of up to nine potential monthly extensions permitted under the Company’s Charter, as amended by the Amendment described under Item 5.03 above.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibits
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended.
104		Cover Page Interactive Data File (embedded within Inline XBRL document).

 

 

SIGNATURE

 

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.

 

Dated: December 11, 2024	ATHENA TECHNOLOGY ACQUISITION CORP. II
	By:	/s/ Isabelle Freidheim
	Name:	Isabelle Freidheim
	Title:	Chief Executive Officer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED

 

Athena Technology Acquisition Corp. II (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

1. The name of the Corporation is Athena Technology Acquisition Corp. II.

 

2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 2021. The Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 14, 2021. The Corporation’s Amended and Restated Certificate of Incorporation was further amended on June 13, 2023, on June 20, 2023 and on March 12, 2024 (as so amended, the “Amended and Restated Certificate of Incorporation”).

 

3. This fourth amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”) amends the Amended and Restated Certificate of Incorporation.

 

4. This Amendment was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock of the Corporation at a meeting of stockholders of the Corporation in accordance with ARTICLE IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of the DGCL. 

 

5. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

 

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 45 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.”

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Corporation has caused this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 10th day of December, 2024.

 

	/s/ Isabelle Freidheim
	Isabelle Freidheim
	Chief Executive Officer

 

[Signature Page to Certificate of Amendment]

 

 

v3.24.3

Cover	Dec. 10, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41144
Entity Registrant Name	ATHENA TECHNOLOGY ACQUISITION CORP. II
Entity Central Index Key	0001882198
Entity Tax Identification Number	87-2447308
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	442 5th Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	970
Local Phone Number	925-1572
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	ATEK.U
Security Exchange Name	NYSEAMER
Shares of Class A Common Stock, par value $0.0001 per share, included as part of the units
Title of 12(b) Security	Shares of Class A Common Stock, par value $0.0001 per share, included as part of the units
Trading Symbol	ATEK
Security Exchange Name	NYSEAMER
Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	ATEK WS
Security Exchange Name	NYSEAMER

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