Athena Technology Acquisition Corp. II 8-K

What Happened
Athena Technology Acquisition Corp. II (ATEK), its Sponsor and Ace Green Recycling, Inc. entered into a First Amendment to the Business Combination Agreement on March 19, 2026. The amendment (to the Dec. 4, 2024 BCA) adds earnout provisions for Ace Green stockholders, permits certain financings by Ace Green, updates the expected post‑closing board composition, amends definitions related to the Athena and Axe expense caps, and extends the BCA’s Outside Date to April 30, 2026. The full amendment is filed as Exhibit 2.1 to the 8-K. The filing includes customary forward‑looking disclosures and a reminder to review the Registration Statement related to the proposed business combination.

Key Details

• Amendment date: March 19, 2026; original BCA dated December 4, 2024.
• Outside Date extended to April 30, 2026.
• New earnout provisions added for Ace Green stockholders upon closing.
• Amendment permits certain financings by Ace Green and updates expected Board composition; also revises definitions of Athena Expense Cap and Axe Expense Cap.
• Full text of the First Amendment is filed as Exhibit 2.1.

Why It Matters
This amendment affects the timing and economics of the proposed merger: the extended Outside Date gives Athena and Ace Green more time to close, earnout provisions can change how much consideration Ace Green stockholders receive, and permitted financings could alter the combined company’s capital structure. Updated board composition affects post‑closing governance. Investors should review the amendment and the Registration Statement for details and consider the filing’s listed risks (including financing, operational scaling, Nasdaq listing, and approval contingencies) when making decisions.