Athena Tech SPAC II to merge with Air Water Company at $300M enterprise value

Athena Technology Acquisition Corp. II

Athena (ATEK) entered a definitive Business Combination Agreement with Air Water Company, a clean water technology firm.
Equity consideration of $300M for Air Water shareholders, paid in Holdings ordinary shares at $10.00/share.
Athena must secure at least $30M PIPE investment; deal subject to shareholder and regulatory approvals.
Outside date is June 14, 2023, automatically extendable to Jan 14, 2024 if shareholder extension approved.
Lock-ups: 6-month for 75% of company shares; sponsor/insider shares locked 6-18 months with $12.50/$15.00 price hurdles.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Athena Technology Acquisition Corp. II entered into Business Combination Agreement with The Air Water Company, Project Hydro Merger Sub Inc., Air Water Ventures Ltd, and those shareholders of the Company party thereto valued at $300,000,000 (effective 2023-04-19).

Action: entry
Agreement: merger
Counterparty: The Air Water Company, Project Hydro Merger Sub Inc., Air Water Ventures Ltd, and those shareholders of the Company party thereto
Value: $300,000,000
Effective: 2023-04-19

Exact text from the filing

On April 19, 2023, Athena Technology Acquisition Corp. II, a Delaware corporation (“ Athena ”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“ Sponsor ”), The Air Water Company, a Cayman Islands exempted company (“ Holdings ”), Project Hydro Merger Sub Inc., a Delaware corporation (“ Merger Sub ”), Air Water Ventures Ltd, a private company formed under the Laws of England and Wales (the “ Company ”), and those shareholders of the Company party thereto (collectively, the “ Company Shareholders ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”)

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Athena Technology Acquisition Corp. II filing history →

Source: SEC EDGAR

accession 0001213900-23-031167

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