UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2024
ATHENA TECHNOLOGY
ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-41144 | 87-2447308 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission |
(IRS Employer Identification No.) |
442 5th Avenue
New York, NY 10018
(Address of registrant’s principal executive offices, including zip code)
(970) 925-1572
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant | ATEK.U | NYSE American | ||
| Shares of Class A Common Stock, par value $0.0001 per share, included as part of the units | ATEK | NYSE American | ||
| Redeemable Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | ATEK WS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 10, 2024, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), caused to be deposited $25,755.62 into the Company’s trust account allowing the Company to extend the period of time it has to consummate its initial business combination by one month from July 14, 2024 to August 14, 2024 (the “Monthly Extension”). The Monthly Extension is the fifth of up to nine potential monthly extensions permitted under the Company’s Amended and Restated Certificate of Incorporation, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 10, 2024 | ||
| ATHENA TECHNOLOGY ACQUISITION CORP. II | ||
| By: | /s/ Isabelle Freidheim | |
| Name: | Isabelle Freidheim | |
| Title: | Chief Executive Officer and Chairperson of the Board of Directors | |