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): March 12, 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 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 | |
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 5.03 Amendments to Articles of Incorporation or Bylaws.
As
approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its special
meeting of stockholders held on March 12, 2024 (the “Special Meeting”), 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 (i) extends the date by which the Company must consummate its initial 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 March 14, 2024 (the date
which is 27 months from the closing date of the Company’s initial public offering (the “IPO”) of units) (the “Current
Outside Date”) to December 14, 2024 (the date which is 36 months from the closing date of the IPO) (the “Extended Date”)
provided that Athena Technology Sponsor II, LLC (the “Sponsor”) or its affiliates or permitted designees deposits into the
trust account established by the Company in connection with the IPO (the “trust account”) the lesser of (a) $40,000 and (b)
$0.02 for each share of the Company’s common stock issued and outstanding that has not been redeemed in accordance with the terms
of the charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination
shall have occurred and (ii) eliminates the limitation that the Company may not redeem public shares in an amount that would cause the
Company’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of an initial business combination.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit
3.1 hereto and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
March 12, 2024, the Company convened the Special Meeting. As of the close of business on February 21, 2024, the record date for the Special
Meeting, there were 12,033,039 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock”)
outstanding, each of which was entitled to one vote with respect to the Second Extension Amendment Proposal and the Redemption Limitation
Amendment Proposal (each as defined below), and there were no shares of Class B common stock, par value $0.0001 per share (together with
the Class A common stock, the “common stock”) outstanding. A total of 10,735,534 shares of Class A common stock, representing
89.21% of the outstanding shares of common stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting
a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on February 23, 2024. The stockholders of the Company voted on proposals to amend the charter to (i) extend the
date by which the Company must consummate an initial business combination (the “Second Extension Amendment Proposal”) and
(ii) eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible
assets to be less than $5,000,001 immediately prior to or upon consummation of an initial business combination (the “Redemption
Limitation Amendment Proposal”). A summary of the voting results at the Special Meeting is set forth below:
The
Second Extension Amendment Proposal - To approve and amend the charter to extend the date by which the Company must consummate a
business combination from the Current Outside Date to up to the Extended Date.
| For | |
Against | |
Abstain |
| 10,735,507 | |
2 | |
25 |
The
Redemption Limitation Amendment Proposal - To approve and amend the charter to eliminate the limitation that the Company may not
redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 immediately prior
to or upon consummation of an initial business combination.
| For | |
Against | |
Abstain |
| 10,735,103 | |
406 | |
25 |
Stockholders
holding 910,258 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the
trust account. As a result, $10,156,503.84 (approximately $11.16 per share) will be withdrawn from the trust account to pay such redeeming
holders.
Item
8.01. Other Events.
On
March 13, 2024, the Company caused to be deposited $25,755.62 into the trust account allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from March 14, 2024 to April 14, 2024 (the “Monthly Extension”).
The Monthly Extension is the first of up to nine potential monthly extensions permitted under the Company’s charter, as amended
by the Amendment described under Item 5.03 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.
Dated:
March 18, 2024
|
ATHENA
TECHNOLOGY ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/
Isabelle Freidheim |
| |
Name: |
Isabelle
Freidheim |
| |
Title: |
Chief
Executive Officer and Chairperson of the Board of Directors |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED
Athena Technology Acquisition Corp. II
(the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue
of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. The name of the Corporation is Athena Technology
Acquisition Corp. II.
2. The Corporation’s original Certificate
of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 2021. The Corporation’s Amended
and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 14, 2021. The
Corporation’s Amended and Restated Certificate of Incorporation was further amended on June 13, 2023 and on June 20, 2023 (as so
amended, the “Amended and Restated Certificate of Incorporation”).
3. This third amendment to the Amended and Restated
Certificate of Incorporation (the “Amendment”) amends the Amended and Restated Certificate of Incorporation.
4. This Amendment was duly adopted by the affirmative
vote of the holders of at least 65% of the outstanding shares of common stock of the Corporation at a meeting of stockholders of the Corporation
in accordance with ARTICLE IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of
the DGCL.
5. The text of Section 9.1(b) of Article IX
of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(b) Immediately after the Offering,
a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2021, as amended
(the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the
funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust
Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of
the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 36 months
from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including
filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open)
(the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend such
provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part
of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the
Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of
the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.”
6. The text of Section 9.2(a) of Article IX
of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(a) Prior to the consummation of
the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering
Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections
9.2(b) and 9.2(c) hereof (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the
“Redemption Rights”) for cash equal to the applicable redemption price per share determined in accordance
with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary
contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any
warrant issued pursuant to the Offering.”
7. The text of Section 9.2(e) of Article IX
of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
“(e) If the Corporation offers to
redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate
the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders
of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.”
8. The text of Section 9.2(f) of Article IX
of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows
“(f) [Reserved.]”
9. The text of Section 9.7 of Article IX
of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows
“Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify the substance
or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial
Business Combination by the Deadline Date or (b) with respect to any other material provisions of this Amended and Restated Certificate
relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the
opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest
shall be net of taxes payable), divided by the number of then outstanding Offering Shares.”
10. All other provisions of the Amended and
Restated Certificate of Incorporation shall remain in full force and effect.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused
this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 12th day of March, 2024.
|
|
/s/ Isabelle Freidheim |
| |
|
Isabelle Freidheim |
| |
|
Chief Executive Officer
|
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