- Air Water Ventures is a first mover in direct air-to-water
technology
- Parties will seek to raise up to $60 million in PIPE financing
in connection with the transaction
- All existing Air Water Ventures investors to roll their equity
into a combined company
- Combined company expected to be listed on the NYSE
Air Water Ventures Ltd., a first mover in direct air-to-water
technology (the “Company”), and Athena Technology Acquisition Corp.
II (NYSE: ATEK.U) (“Athena Technology II” or “ATEK”), a publicly
listed special purpose acquisition company (“SPAC”), today jointly
announced that they have entered into a definitive agreement for a
business combination (“Business Combination”) that will result in
the formation of The Air Water Company (“The Air Water Company”).
The Business Combination values the Company at a pre-money equity
value of $300 million. Upon closing of the Business Combination,
subject to approval by Athena Technology II stockholders and other
customary requirements, The Air Water Company is expected to be
listed on the New York Stock Exchange (the “NYSE”). The Business
Combination is expected to close in the first quarter of 2024.
Headquartered in Abu Dhabi, the Company is a first mover in
direct air-to-water technology, producing quality drinking water at
a lower cost and environmental impact than bottled water. The
Company has developed proprietary technology that it believes
delivers consistent high-quality drinking water within an internal
or external environment. Its airflow system is designed to extract
the maximum amount of water while using minimum electricity, and
its plug-and-play technology can be sited almost anywhere there is
power without pipework or traditional water infrastructure.
Led by Alex Guy (Chairman and CEO) and Dave Cupit (Engineering
Director), the Company’s leadership team is composed of industry
experts with proven track records of building commercial
enterprises with decades of experience in the materials, energy,
and finance industries.
The Company’s product portfolio is designed to meet the needs of
different market segments, from household to industrial, with a
production capacity ranging from 2 to 50,000 liters per day. The
Company’s first-of-kind bottling plants offer long-term, contracted
offtake of large-scale water production to institutional
customers.
“This proposed Business Combination is an extraordinary
milestone for Air Water Ventures Ltd. and all of those who will
benefit from the environmental impact that we are looking to make,”
said Alex Guy, Chairman and CEO of the Company. “Not only do we
believe this transaction will allow us to accelerate our growth,
expand our reach, and continue our track record of disruptive
innovation, but we also believe it will help make an impact on a
global scale.”
“Air Water Ventures is a category leader in a technology that is
changing the way we use one of the world's most essential
resources,” said Isabelle Freidheim, Chief Executive Officer and
Chairman of Athena Technology II’s board of directors.
To date, the Company is one of the largest producers of
sustainable water in the world and provides water to several hotel
groups and government departments across the Middle East. With
these relationships, the new combined entity, The Air Water
Company, hopes to eliminate the use of plastic water bottles
entirely on a grand scale.
Transaction Overview
Pursuant to the Business Combination, Athena Technology II,
which currently holds approximately $261 million of cash in trust,
will combine with the Company. The Company’s existing equity
security holders are expected to hold approximately 42% of the
issued and outstanding shares of common stock of The Air Water
Company immediately following the consummation of the transaction,
assuming no redemptions by Athena Technology II’s existing
shareholders and up to $60 million in intended financing.
The board of directors of Athena Technology II and the board of
directors of the Company have both unanimously approved the
proposed Business Combination. Completion of the Business
Combination is subject to customary closing conditions, including
the approval of the shareholders of Athena Technology II and the
receipt of certain governmental and regulatory approvals, and is
expected to be completed in the first quarter of 2024.
For a summary of the material terms of the transaction, as well
as a copy of the business combination agreement and investor
presentation, please see the Current Report on Form 8-K to be filed
by Athena Technology II with the SEC available at www.sec.gov.
Additional information about the Business Combination will be
described in the registration statement relating to the
transaction, which will be filed with the SEC.
Advisors
Jett Capital Advisors, LLC is serving as financial advisor to
the Company. Cohen & Company Capital Markets, a division of
J.V.B. Financial Group, LLC is serving as financial and capital
markets advisor to Athena Technology II.
White & Case LLP is acting as U.S. legal counsel to Air
Water Ventures Ltd. and Latham & Watkins LLP is acting as U.S.
legal counsel to Athena Technology II.
About Air Water Ventures Ltd.
The Company is a sustainable water solutions company that
specializes in making high-quality drinking water from the air. The
Company is currently focused on the development and manufacturing
of its product portfolio of atmospheric water generators. Years of
research and development have allowed us to design air-to-water
machines that we believe work efficiently inside and out. By
utilizing advanced air-to-water technology, the Company’s experts
have created a way for consumers to enjoy drinking water from the
humidity in the air — rather than relying on global reserves.
About Athena Technology Acquisition Corp. II
Athena Technology Acquisition Corp. II (NYSE: ATEK.U, ATEK, ATEK
WS), incorporated in Delaware, is a special purpose acquisition
company incorporated for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
entities. ATEK is the third SPAC founded by Isabelle Freidheim, who
also serves as its Chief Executive Officer, with Kirthiga Reddy as
President and Anna Apostolova as Chief Financial Officer.
Forward-Looking Statements
Certain statements made herein are not historical facts but may
be considered “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), Section 21E of the Securities Exchange Act of
1934, as amended, and the “safe harbor” provisions under the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” or the negatives of these terms
or variations of them or similar terminology or expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include but are not limited to, statements regarding future events,
the expectation that the Business Combination between ATEK and the
Company will occur and that The Air Water Company will be listed on
the NYSE, the estimated or anticipated future results and benefits
of The Air Water Company following the Business Combination,
including its ability to successfully execute its business plan,
the likelihood, and ability of the parties to successfully
consummate the Business Combination and future opportunities for
The Air Water Company, and other statements that are not historical
facts.
These statements are based on the current expectations of ATEK’s
and/or the Company’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on, by any investor as a guarantee, an
assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of ATEK and the
Company. These statements are subject to a number of risks and
uncertainties regarding the Company’s business and the Business
Combination, and actual results may differ materially. These risks
and uncertainties include, but are not limited to: general
economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the intended
financing; the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
agreement governing the Business Combination; the number of
redemption requests made by ATEK’s shareholders in connection with
the Business Combination; the outcome of any legal proceedings that
may be instituted against the parties following the announcement of
the Business Combination; the risk that the approval of ATEK’s
shareholders for the potential transaction is not obtained; the
anticipated capitalization and enterprise value of The Air Water
Company following the consummation of the Business Combination; the
ability of The Air Water Company to issue equity, equity-link or
other securities in the future; expectations related to the terms
and timing of the Business Combination; failure to realize the
anticipated benefits of the Business Combination, including as a
result of a delay in consummating the Business Combination; the
risk that the Business Combination may not be completed by ATEK’s
business combination deadline and the potential failure to obtain
an extension of its business combination deadline, if sought by
ATEK; the risks related to the rollout of the Company’s business
and the timing of expected business milestones; the ability of The
Air Water Company to execute its growth strategy, manage growth
profitably, and retain its key employees; the ability of The Air
Water Company to obtain or maintain the listing of its securities
on the NYSE following the Business Combination; costs related to
the Business Combination; and other risks that will be detailed
from time to time in filings with the U.S. Securities and Exchange
Commission (the “SEC”). The foregoing list of risk factors is not
exhaustive. There may be additional risks that could also cause
actual results to differ from those contained in these
forward-looking statements. In addition, forward-looking statements
provide ATEK’s expectations, plans, or forecasts of future events
and views as of the date of this communication. And while ATEK may
elect to update these forward-looking statements in the future,
ATEK specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing ATEK’s assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not
be placed upon the forward-looking statements. Nothing herein
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or
that the results of such forward-looking statements will be
achieved.
Additional Information and Where to Find It
In connection with the Business Combination, ATEK, the Company,
and The Air Water Company are expected to prepare a registration
statement on Form F-4 (the “Registration Statement”) to be filed
with the SEC by The Air Water Company, which will include
preliminary and definitive proxy statements to be distributed to
ATEK’s shareholders in connection with ATEK’s solicitation for
proxies for the vote by ATEK’s shareholders in connection with the
Business Combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to the Company’s shareholders
in connection with the completion of the Business Combination.
After the Registration Statement has been filed and declared
effective, ATEK will mail a definitive proxy statement and other
relevant documents to its shareholders as of the record date
established for voting on the Business Combination. ATEK’s
shareholders and other interested persons are advised to read, once
available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with ATEK’s solicitation of
proxies for its special meeting of shareholders to be held to
approve, among other things, the Business Combination, because
these documents will contain important information about ATEK, the
Company, The Air Water Company, and the Business Combination. This
communication is not a substitute for the Registration Statement,
the definitive proxy statement/prospectus, or any other document
that ATEK will send to its shareholders in connection with the
Business Combination. Shareholders may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well
as other documents filed with the SEC regarding the Business
Combination and other documents filed with the SEC by ATEK, without
charge, at the SEC’s website located at www.sec.gov or by directing
a request to Athena Technology Acquisition Corp. II, Attn: Isabelle
Freidheim, 442 5th Avenue, New York, NY.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN
AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security
holders will be able to obtain copies of these documents (if and
when available) and other documents filed with the SEC free of
charge at www.sec.gov. The definitive proxy statement/ prospectus
(if and when available) will be mailed to shareholders of ATEK as
of a record date to be established for voting on the Business
Combination. Shareholders of ATEK will also be able to obtain
copies of the proxy statement/prospectus without charge, once
available, at the SEC’s website at www.sec.gov.
Participants in the Solicitation
ATEK, the Company, The Air Water Company, and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed participants in the
solicitation of proxies of ATEK’s shareholders in connection with
the Business Combination. Investors and security holders may obtain
more detailed information regarding ATEK’s directors and executive
officers in ATEK’s filings with the SEC, including ATEK’s Annual
Report on Form 10-K, and amendments thereto, and Quarterly Report
on Form 10-Q, in each case, as filed with the SEC. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to ATEK’s shareholders
in connection with the Business Combination, including a
description of their direct and indirect interests, which may, in
some cases, be different than those of ATEK’s shareholders
generally, will be set forth in the Registration Statement.
Shareholders, potential investors, and other interested persons
should read the Registration Statement carefully when it becomes
available before making any voting or investment decisions.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for, or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance, or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20230420005590/en/
Athena Technology II: Bevel PR Athena@bevelpr.com
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