---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-047101"
form_type: "8-K"
ticker: "ATEK"
cik: "0001882198"
company_name: "Athena Technology Acquisition Corp. II"
filed_at: "2026-04-23T23:59:59+00:00"
generated_at: "2026-05-15T04:38:17.735819+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Athena II and Ace Green Recycling secure $32M PIPE financing for proposed business combination

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-26-047101
- form_type: 8-K
- ticker: ATEK
- cik: 0001882198
- company_name: Athena Technology Acquisition Corp. II
- filed_at: 2026-04-23T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1882198/000121390026047101/0001213900-26-047101-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1882198/000121390026047101/ea0287487-8k425_athena2.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-047101
- JSON: https://secwatch.observer/filing/0001213900-26-047101.json
- Plain text: https://secwatch.observer/filing/0001213900-26-047101.txt

## Source-grounded claims
- claim_id: 68df5fb554eea8a3edc01b7b94a225f2b578dc93
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882198/000121390026047101/0001213900-26-047101-index.htm
- claim_id: e067e57335b8e8c4dce3ce591859a8e2d75c959c
  claim: 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).
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1882198/000121390026047101/0001213900-26-047101-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.