Athena Technology Acquisition Corp. II — fact timeline

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”

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.”