Air Water Ventures Ltd. To Go Public Through Business Combination With Athena Technology Acquisition Corp. II

• Air Water Ventures is a first mover in direct air-to-water technology
• Parties will seek to raise up to $60 million in PIPE financing in connection with the transaction
• All existing Air Water Ventures investors to roll their equity into a combined company
• Combined company expected to be listed on the NYSE

Air Water Ventures Ltd., a first mover in direct air-to-water technology (the "Company"), and Athena Technology Acquisition Corp. II (NYSE:ATEK) ("Athena Technology II" or "ATEK"), a publicly listed special purpose acquisition company ("SPAC"), today jointly announced that they have entered into a definitive agreement for a business combination ("Business Combination") that will result in the formation of The Air Water Company ("The Air Water Company"). The Business Combination values the Company at a pre-money equity value of $300 million. Upon closing of the Business Combination, subject to approval by Athena Technology II stockholders and other customary requirements, The Air Water Company is expected to be listed on the New York Stock Exchange (the "NYSE"). The Business Combination is expected to close in the first quarter of 2024.

Headquartered in Abu Dhabi, the Company is a first mover in direct air-to-water technology, producing quality drinking water at a lower cost and environmental impact than bottled water. The Company has developed proprietary technology that it believes delivers consistent high-quality drinking water within an internal or external environment. Its airflow system is designed to extract the maximum amount of water while using minimum electricity, and its plug-and-play technology can be sited almost anywhere there is power without pipework or traditional water infrastructure.

Led by Alex Guy (Chairman and CEO) and Dave Cupit (Engineering Director), the Company's leadership team is composed of industry experts with proven track records of building commercial enterprises with decades of experience in the materials, energy, and finance industries.

The Company's product portfolio is designed to meet the needs of different market segments, from household to industrial, with a production capacity ranging from 2 to 50,000 liters per day. The Company's first-of-kind bottling plants offer long-term, contracted offtake of large-scale water production to institutional customers.

"This proposed Business Combination is an extraordinary milestone for Air Water Ventures Ltd. and all of those who will benefit from the environmental impact that we are looking to make," said Alex Guy, Chairman and CEO of the Company. "Not only do we believe this transaction will allow us to accelerate our growth, expand our reach, and continue our track record of disruptive innovation, but we also believe it will help make an impact on a global scale."

"Air Water Ventures is a category leader in a technology that is changing the way we use one of the world's most essential resources," said Isabelle Freidheim, Chief Executive Officer and Chairman of Athena Technology II's board of directors.

To date, the Company is one of the largest producers of sustainable water in the world and provides water to several hotel groups and government departments across the Middle East. With these relationships, the new combined entity, The Air Water Company, hopes to eliminate the use of plastic water bottles entirely on a grand scale.

Transaction Overview

Pursuant to the Business Combination, Athena Technology II, which currently holds approximately $261 million of cash in trust, will combine with the Company. The Company's existing equity security holders are expected to hold approximately 42% of the issued and outstanding shares of common stock of The Air Water Company immediately following the consummation of the transaction, assuming no redemptions by Athena Technology II's existing shareholders and up to $60 million in intended financing.

The board of directors of Athena Technology II and the board of directors of the Company have both unanimously approved the proposed Business Combination. Completion of the Business Combination is subject to customary closing conditions, including the approval of the shareholders of Athena Technology II and the receipt of certain governmental and regulatory approvals, and is expected to be completed in the first quarter of 2024.

For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by Athena Technology II with the SEC available at www.sec.gov. Additional information about the Business Combination will be described in the registration statement relating to the transaction, which will be filed with the SEC.

Advisors

Jett Capital Advisors, LLC is serving as financial advisor to the Company. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as financial and capital markets advisor to Athena Technology II.

White & Case LLP is acting as U.S. legal counsel to Air Water Ventures Ltd. and Latham & Watkins LLP is acting as U.S. legal counsel to Athena Technology II.