Athena Technology and Ace Green amend BCA: extend outside date, add 25.5M earnout shares, adjust board

Athena Technology Acquisition Corp. II

Outside date for merger completion extended to April 30, 2026 from December 3, 2025.
New earnout structure: up to 25.5M earnout shares for equity holders based on stock price, revenue, and EBITDA targets.
Sponsor to surrender 6,335,000 SPAC shares; portions allocated to sponsor, company, and financial advisor for PIPE.
At closing, Ace Green nominates 5 directors, SPAC nominates 1 director on the board.
Expense caps: Ace Expense Cap $1.5M, Athena Expense Cap $3M; capital raising fees excluded.

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 amended First Amendment to Business Combination Agreement with Ace Green Recycling, Inc. (effective 2026-03-19).

Action: amendment
Agreement: merger
Counterparty: Ace Green Recycling, Inc.
Effective: 2026-03-19

Exact text from the filing

On March 19, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), Athena Technology Sponsor II, LLC, a Delaware limited liability company (“Sponsor”), and Ace Green Recycling, Inc., a Delaware corporation (the “Company”) entered into a First Amendment to Business Combination Agreement (the “BCA Amendment”), pursuant to which the Business Combination Agreement, dated as of December 4, 2024 (the “Existing BCA” and as amended by the BCA Amendment, the “BCA”), was amended

View on SEC.gov

299 material agreements filed in the last 30 days. Browse all material agreements →

Athena Technology Acquisition Corp. II filing history →

Source: SEC EDGAR

accession 0001213900-26-034074

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.