Form 425 - Prospectuses and communications, business combinations
08 Setembro 2023 - 5:35PM
Edgar (US Regulatory)
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): September
7, 2023
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
File Number) |
|
(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 |
|
ATEKWS |
|
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
September 7, 2023, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), caused to be deposited
$60,000 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 September 14, 2023 to October 14, 2023 (the “Monthly Extension”). The Monthly Extension is
the fourth 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:
September 8, 2023
|
ATHENA TECHNOLOGY ACQUISITION CORP. II |
|
|
|
By: |
/s/ Isabelle Freidheim |
|
Name: |
Isabelle Freidheim |
|
Title: |
Chief Executive Officer and Chairperson of the Board of Directors |
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