8-K
filed April 23, 2026, 7:59 PM ET
ticker ATEK
CIK 0001882198
other material
confidence high
sentiment positive
materiality 0.75
Athena II and Ace Green Recycling secure $32M PIPE financing for proposed business combination
Athena Technology Acquisition Corp. II
- PIPE investors to purchase 3.33M shares of 12% Series A Cumulative Convertible Preferred Stock at $12/share conversion, plus 5M warrants at $12 exercise, for $32M.
- Business combination agreement amended to increase authorized preferred shares from 1M to 5M to accommodate Series A issuance.
- Proceeds expected to fund Ace Green's Texas recycling facility development, expansion, and general corporate purposes.
- Closing of PIPE expected concurrently with business combination, subject to stockholder approvals and listing on Nasdaq under 'AGXI'.
- PIPE led by sector-focused institutional investors; supports Ace's battery recycling platform scale-up and domestic supply chain.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Athena Technology Acquisition Corp. II issued 1,000,000 shares of common stock of New Ace Green of common stock to PIPE Investors.
- Security
- common stock
- Shares
- 1,000,000 shares of common stock of New Ace Green
- Purchaser
- PIPE Investors
Exact text from the filing
The PIPE Investors will also each receive a pro rata portion of 1,000,000 shares of common stock of New Ace Green issued as additional consideration for participating in the PIPE Investment.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Athena Technology Acquisition Corp. II issued 3,333,333 shares of preferred stock to PIPE Investors for $32,000,000 aggregate purchase price.
- Security
- preferred stock
- Shares
- 3,333,333 shares
- Purchaser
- PIPE Investors
- Consideration
- $32,000,000 aggregate purchase price
Exact text from the filing
the PIPE Investors agreed to purchase (i) a total of 3,333,333 shares of New Ace Green's 12.0% Series A Cumulative Convertible Preferred Stock, par value of $0.0001 per share (the "Series A Preferred Stock"), which will be convertible into shares of common stock of New Ace Green at an initial conversion price of $12.00 per share, subject to certain adjustments and limitations, and (ii) warrants to purchase 5,000,000 shares of common stock of New Ace Green at an initial exercise price of $12.00 per share (the "PIPE Warrants") for an aggregate purchase price of $32,000,000 (the "PIPE Investment") .
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Athena Technology Acquisition Corp. II issued warrants to purchase 5,000,000 shares of common stock of warrant to PIPE Investors for $32,000,000 aggregate purchase price.
- Security
- warrant
- Shares
- warrants to purchase 5,000,000 shares of common stock
- Purchaser
- PIPE Investors
- Consideration
- $32,000,000 aggregate purchase price
Exact text from the filing
the PIPE Investors agreed to purchase (i) a total of 3,333,333 shares of New Ace Green's 12.0% Series A Cumulative Convertible Preferred Stock, par value of $0.0001 per share (the "Series A Preferred Stock"), which will be convertible into shares of common stock of New Ace Green at an initial conversion price of $12.00 per share, subject to certain adjustments and limitations, and (ii) warrants to purchase 5,000,000 shares of common stock of New Ace Green at an initial exercise price of $12.00 per share (the "PIPE Warrants") for an aggregate purchase price of $32,000,000 (the "PIPE Investment") .
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Athena Technology Acquisition Corp. II entered into Business Combination Agreement with Ace Green Recycling, Inc. valued at Second Amendment to Business Combination Agreement (effective 2026-04-18).
- Action
- entry
- Agreement
- merger
- Counterparty
- Ace Green Recycling, Inc.
- Value
- Second Amendment to Business Combination Agreement
- Effective
- 2026-04-18
Exact text from the filing
On April 18, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), and Ace Green Recycling, Inc., a Delaware corporation (“Ace Green”), entered into a Second Amendment to Business Combination Agreement (the “BCA Amendment”), pursuant to which the Business Combination Agreement, dated as of December 4, 2024 (as amended by the First Amendment thereto dated as of March 19, 2026, the “Existing BCA” and as amended by the BCA Amendment, the “BCA”), was amended to include a form of certificate of incorporation of New Ace Green (as defined in the BCA) reflecting an increase in the number of authorized shares of preferred stock that New Ace Green will be authorized to issue from 1,000,000 to 5,000,000 to allow for the issuance of its 12.0% Series A Cumulative Convertible Preferred Stock in connection with the PIPE Investment (as defined herein), as well as the issuance of additional shares for potential future fundings.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Athena Technology Acquisition Corp. II entered into Securities Purchase Agreements with third-party investors valued at PIPE Investment aggregate purchase price of $32,000,000 for Series A Preferred Stock and PIPE Warran (effective 2026-04-21).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- third-party investors
- Value
- PIPE Investment aggregate purchase price of $32,000,000 for Series A Preferred Stock and PIPE Warran
- Effective
- 2026-04-21
Exact text from the filing
On April 21, 2026, Athena and Ace Green entered into securities purchase agreements (the “Purchase Agreements”) with certain third-party investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to purchase (i) a total of 3,333,333 shares of New Ace Green’s 12.0% Series A Cumulative Convertible Preferred Stock, par value of $0.0001 per share (the “Series A Preferred Stock”), which will be convertible into shares of common stock of New Ace Green at an initial conversion price of $12.00 per share, subject to certain adjustments and limitations, and (ii) warrants to purchase 5,000,000 shares of common stock of New Ace Green at an initial exercise price of $12.00 per share (the “PIPE Warrants”) for an aggregate purchase price of $32,000,000 (the “PIPE Investment”).
View on SEC.gov
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.