SEC Form 425 filed by Athena Technology Acquisition Corp. II

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): January 30, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act: None

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.

As previously disclosed, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”) entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of December 4, 2024, with Athena Technology Sponsor II, LLC, a Delaware limited liability company, Ace Green Recycling, Inc., a Delaware corporation (“Ace Green”) and Project Atlas Merger Sub Inc., a Delaware corporation (“Merger Sub”). The Business Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Ace Green (the “merger”), with Ace Green surviving the merger as a wholly owned subsidiary of Athena and the security holders of Ace Green becoming security holders of Athena. Each of Athena and Ace Green will hold a special meeting of stockholders to consider certain proposals related to the Business Combination Agreement as further described in the proxy statement/prospectus, as included in a registration statement on Form S-4 first filed with the U.S. Securities and Exchange Commission (“SEC”) on April 30, 2025 (File No. 333-286836) (the “Registration Statement”). The merger is conditioned on, among other things, the satisfaction or waiver of certain conditions precedent in the Business Combination Agreement.

Management of Ace Green plans to present potential investors with further information about Ace Green and its business. A copy of the investor presentation is attached as Exhibit 99.1 hereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements regarding Athena, Ace Green, Athena’s proposed business combination with Ace Green (the “Business Combination”) and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, forward-looking statements can be identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “strategy,” “will,” “intend,” “may” and other similar expressions or the negative of such words or expressions. Statements in this report concerning (i) Athena’s or Ace Green’s expected future financial position, business strategy, production capacity, competitive positions, growth opportunities, plans and objectives of management and (ii) the expected benefits of the Business Combination, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which Athena and Ace Green are unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to:

All of the forward-looking statements Athena and Ace Green make in or in connection with this report are qualified by the information contained or incorporated by reference in the Registration Statement. For additional information, see the sections entitled “Risk Factors” and “Where You Can Find More Information” in the Registration Statement beginning on pages 19 and 207, respectively, of the Registration Statement.

Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, neither Athena nor Ace Green undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This presentation is not intended to be, and does not constitute, an offer to buy, subscribe for or sell or the solicitation of an offer to buy, subscribe for or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

USE OF PROJECTIONS

Any statements regarding financial information in this presentation (including specifically projected revenue) that are forward-looking statements are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Ace Green’s and Athena’s control. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. All subsequent written and oral forward-looking statements concerning the Ace Green, the proposed Business Combination, or other matters and attributable to Ace Green and Athena or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND WHERE TO FIND IT

This report is being made in respect of the Business Combination between Athena and Ace Green. In connection with the Business Combination, Athena and Ace Green filed with the SEC the Registration Statement, as well as other relevant documents regarding the Business Combination. INVESTORS ARE URGED TO READ IN THEIR ENTIRETY THE REGISTRATION STATEMENT REGARDING THE TRANSACTION THAT HAS BEEN FILED AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

A free copy of the Registration Statement, as well as other filings containing information about Athena, may be obtained at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Athena by calling (970) 925-1572.

PARTICIPANTS IN THE SOLICITATION

Athena, Ace Green and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from its respective stockholders in respect of the Business Combination contemplated by the Registration Statement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Athena in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the Registration Statement filed with the SEC. Information regarding Athena’s directors and executive officers is included in the Registration Statement and in its Annual Report on Form 10-K for the year ended December 31, 2024, which is filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is or will be contained in the Registration Statement and other relevant materials filed or to be filed with the SEC regarding the Business Combination when such materials become available. Investors and security holders should read the Registration Statement carefully before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein using the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

4