Athena Technology Acquisition Corp. II — fact timeline

Athena Technology Acquisition Corp. II: Amended charter to extend business combination deadline from June 14, 2026 to up to March 14, 2027, with monthly extensions subject to deposits (effective 2026-06-11).

“As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its special meeting of stockholders held on June 11, 2026 (the “Extension Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from June 14, 2026 to March 14, 2027 provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company’s initial public offering of units of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and warrants to purchase shares of Class A Common Stock the lesser”

Athena Technology Acquisition Corp. II shareholders approved Approval to amend the Charter to extend the date by which the Company must consummate a business combination from June 14, 2026 to up to March 14, 2027, subject to certain requirements. at the 2026-06-11 meeting.

“Proposal 1 — Approval to amend the Charter to extend the date by which the Company must consummate a business combination from June 14, 2026 to up to March 14, 2027, subject to certain requirements. Votes For Votes Against Votes Abstained Broker Non-Votes 9,835,330 0 0 0 Based on the foregoing votes, the stockholders approved the Amendment to the Charter.”

Athena Technology Acquisition Corp. II issued 1,000,000 shares of common stock of New Ace Green of common stock to PIPE Investors.

“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.”

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.

“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") .”

Athena Technology Acquisition Corp. II issued 3,333,333 shares of preferred stock to PIPE Investors for $32,000,000 aggregate purchase price.

“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") .”

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).

“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”).”

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).

“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.”

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

“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”

Athena Technology Acquisition Corp. II: Extended the business combination deadline from September 14, 2025 to up to June 14, 2026, with monthly extensions and deposit requirements (effective 2025-09-10).

“the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from September 14, 2025 to June 14, 2026”

Athena Technology Acquisition Corp. II received a nasdaq delisting notice notice regarding other.

“December 10, 2024, Athena Technology Acquisition Corp. II (the “ Company ”) received a letter from the NYSE American LLC (“ NYSE American ” or the “ Exchange ”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s (i) class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”), (ii) units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant (“ Units ), and (iii) redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock, each at an exercise price of $1”

Athena Technology Acquisition Corp. II: Approved amendment to Charter to extend the business combination deadline from December 14, 2024 to up to September 14, 2025, with monthly extension options contingent on deposits into the trust account (effective 2024-12-10).

“the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025”

Jennifer Calabrese was appointed as Chief Financial Officer at Athena Technology Acquisition Corp. II.

“The Company appointed a new Chief Financial Officer, Jennifer Calabrese, effective as of July 24, 2024, after serving as the Company’s outside consultant providing accounting and financial reporting services to the Company since September 2022.”

Anna Apostolova departed as Chief Financial Officer at Athena Technology Acquisition Corp. II.

“As of the same date, Anna Apostolova stepped down as Chief Financial Officer to pursue other opportunities.”

Randi Zuckerberg resigned as Director at Athena Technology Acquisition Corp. II.

“On July 18, 2024, Randi Zuckerberg gave notice of her resignation as a member of the Board of Directors (the “Board”) of Athena Technology Acquisition Corp. II (the “Company”), and all other positions she held as a member of any committee of the Board.”

Athena Technology Acquisition Corp. II received a nyse_american noncompliance notice notice regarding late filing.

“April 17, 2024, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that the Company is not in compliance with NYSE American continued listing standards (the “Filing Delinquency Notification”) due to the failure to timely file the Company’s Form 10-K for the year ended December 31, 2023 (the “Delinquent Report”) by the filing due date of April 16, 2024 (the “Filing Delinquency”). The Company intends to file the Delinquent Report in the near future, however”

Athena Technology Acquisition Corp. II: Amended charter to extend the business combination deadline from March 14, 2024 to December 14, 2024 and to eliminate the $5,000,001 net tangible asset redemption limitation (effective 2024-03-12).

“The Amendment (i) extends the date by which the Company must consummate its initial business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from March 14, 2024 (the date which is 27 months from the closing date of the Company's initial public offering (the "IPO") of units) (the "Current Outside Date") to December 14, 2024 (the date which is 36 months from the closing date of the IPO) (the "Extended Date") provided that Athena Technology Sponsor II, LLC (the "Sponsor") or its affiliates or permitted designees deposits into the trust account established by the Company in connection with the IPO (the "trust account") the lesser of (a) $40,000 and (b) $0.02 for each share of the Company's common stock issued and outstanding that has not been redeemed in accordance with the terms of the charter upon the election of each such one-month extension unless the closing of the Company's initial business combination shall ha”

Athena Technology Acquisition Corp. II shareholders approved Redemption Limitation Amendment Proposal – to amend the charter to eliminate the limitation that the Company may not redeem public shares in an amount that would cause net tangible assets to be less than $5,000,001 at the 2024-03-12 meeting.

“The Redemption Limitation Amendment Proposal - To approve and amend the charter to eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an initial business combination. For Against Abstain 10,735,103 406 25”

Athena Technology Acquisition Corp. II shareholders approved Second Extension Amendment Proposal – to amend the charter to extend the date by which the Company must consummate a business combination at the 2024-03-12 meeting.

“The Second Extension Amendment Proposal - To approve and amend the charter to extend the date by which the Company must consummate a business combination from the Current Outside Date to up to the Extended Date. For Against Abstain 10,735,507 2 25”

Athena Technology Acquisition Corp. II shareholders approved Ratification of the appointment of WithumSmith+Brown as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-12-19 meeting.

“Votes For Votes Against Votes Abstained Broker Non-Votes 10,126,960 0 0 0”

Athena Technology Acquisition Corp. II shareholders approved Election of two Class I directors to serve until the 2026 annual meeting at the 2023-12-19 meeting.

“Nominee Votes For Votes Withheld Broker Non-Votes Randi Zuckerberg 10,027,960 99,000 0 Trier Bryant 10,126,960 0 0”

Athena Technology Acquisition Corp. II amended Fourth Amendment to the Business Combination Agreement with Air Water Ventures Ltd (effective 2023-09-30).

“On September 30, 2023, the Company and AWV entered into that certain Fourth Amendment to the Business Combination Agreement (the “Fourth BCA Amendment”).”

Athena Technology Acquisition Corp. II amended Third Amendment to the Business Combination Agreement with Air Water Ventures Ltd (effective 2023-08-22).

“On August 22, 2023, the Company and AWV entered into that certain Third Amendment to the Business Combination Agreement (the “Third BCA Amendment”).”

Athena Technology Acquisition Corp. II amended Second Amendment to the Business Combination Agreement with Air Water Ventures Ltd (effective 2023-07-20).

“On July 20, 2023, the Company and AWV entered into that certain Second Amendment to the Business Combination Agreement (the “Second BCA Amendment”).”

Athena Technology Acquisition Corp. II: Filed a second charter amendment providing holders of Class B common stock the right to convert shares to Class A common stock on a one-for-one basis prior to a business combination (effective 2023-06-20).

“On June 20, 2023, the Company filed a second amendment (the “June 20th Amendment”) to its charter with the Secretary of State of the State of Delaware reflecting the Founder Share Amendment Proposal.”

Athena Technology Acquisition Corp. II: Filed an amendment to the charter to extend the business combination deadline from June 14, 2023 to up to March 14, 2024 (effective 2023-06-13).

“On June 13, 2023, the Company filed an amendment to its charter with the Secretary of State of the State of Delaware reflecting the Extension Proposal.”

Athena Technology Acquisition Corp. II amended First Amendment to the Business Combination Agreement with Air Water Ventures Ltd (effective 2023-06-16).

“On June 16, 2023, the Company and AWV entered into that certain First Amendment to the Business Combination Agreement (the "BCA Amendment").”

Athena Technology Acquisition Corp. II: Amended charter to extend the date by which the company must consummate an initial business combination and provide holders of Class B common stock the right to convert into Class A common stock prior to a business combination (effective 2023-06-13).

“As approved by its stockholders at the Special Meeting, on June 13, 2023 the Company filed an amendment (the “Extension Amendment”) to its charter with the Secretary of State of the State of Delaware. The Extension Amendment (i) extends the date by which the Company must consummate its initial business combination from the Current Outside Date to up to the Extended Date and (ii) provides holders of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), the right to convert any and all of their Class B common stock into Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock” and, together with the Class B common stock, the “common stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder.”

Athena Technology Acquisition Corp. II shareholders approved Trust Amendment Proposal - To amend the Trust Agreement to allow monthly extensions of the date to consummate a business combination at the 2023-06-13 meeting.

“The Trust Amendment Proposal – To approve and amend the Trust Agreement allowing the Company to extend the Current Outside Date to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the trust account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the Company’s charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred. For Against Abstain 27,430,536 423,056 0”

Athena Technology Acquisition Corp. II shareholders approved Founder Share Amendment Proposal - To amend the charter to provide holders of Class B common stock the right to convert their shares into Class A common stock prior to a business combination at the 2023-06-13 meeting.

“1 The Founder Share Amendment Proposal – To approve and amend the charter to provide holders of Class B common stock the right to convert any and all of their Class B common stock into Class A common stock on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. For Against Abstain 27,430,536 423,056 0”

Athena Technology Acquisition Corp. II shareholders approved Extension Amendment Proposal - To amend the charter to extend the date by which the Company must consummate a business combination at the 2023-06-13 meeting.

“The Extension Amendment Proposal – To approve and amend the charter to extend the date by which the Company must consummate a business combination from the Current Outside Date to up to the Extended Date. For Against Abstain 27,430,536 423,056 0”

Athena Technology Acquisition Corp. II amended Amendment No. 1 to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at The Trust Amendment amends the Trust Agreement to allow the Company to extend the date by which the (effective 2023-06-13).

“As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its special meeting of stockholders held on June 13, 2023 (the “Special Meeting”), the “Company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of December 9, 2021 (the “Trust Agreement”). The Trust Amendment amends the Trust Agreement to allow the Company to extend the date by which the Company must consummate a business combination from June 14, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering (the “IPO”) of units) (the “Current Outside Date”) to up to March 14, 2024 (the date which is 27 months from the closing date of the IPO) by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the”

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).

“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 ”)”

Trier Bryant was appointed as Class I Director at Athena Technology Acquisition Corp. II.

“On December 8, 2022, the board of directors (the “Board”) of Athena Technology Acquisition Corp. II (the “Company”) appointed Trier Bryant to the Board.”