Athena Technology Acquisition Corp. II signs definitive business combination with Ace Green Recycling

Athena Technology Acquisition Corp. II

SPAC Athena to merge with Ace Green Recycling via Merger Sub; Ace survives as wholly owned subsidiary.
Earnout shares: up to 10.5M shares to Ace shareholders and 1.5M to sponsor based on stock price over 5 years post-close.
Minimum closing cash condition: at least $7.5M from PIPE investment and trust account after redemptions.
Outside date December 3, 2025; termination fees $5,000 (Athena breach) or $150,000 (Ace breach).
Sponsor and key Ace shareholders entered voting/support agreements and 180-day lock-up agreements.

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