[PART 1 – FINANCIAL INFORMATION](index=3&type=section&id=PART%201%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Interim%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, related party transactions, commitments, and fair value measurements [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets ($) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | **ASSETS** | | | | Cash | $280,063 | $142,260 | | Total current assets | $981,875 | $800,703 | | Investments held in Trust Account | $3,585,115 | $3,666,439 | | TOTAL ASSETS | $4,566,990 | $4,467,142 | | **LIABILITIES & EQUITY** | | | | Total current liabilities | $11,562,439 | $10,085,562 | | Deferred underwriting fee payable | $8,956,250 | $8,956,250 | | TOTAL LIABILITIES | $20,518,689 | $19,041,812 | | Class A Common stock subject to possible redemption | $4,215,219 | $4,285,713 | | TOTAL STOCKHOLDERS' DEFICIT | $(20,166,918) | $(18,860,383) | - Total assets increased by **$99,848 (2.24%)** from December 31, 2024, to June 30, 2025[7](index=7&type=chunk) - Total current liabilities increased by **$1,476,877 (14.64%)** over the same period, primarily due to increases in accounts payable and accrued expenses and note payable - related party[8](index=8&type=chunk) - Total stockholders' deficit worsened by **$1,306,535 (6.93%)** from December 31, 2024, to June 30, 2025[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations ($) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | General and administrative | $634,894 | $382,269 | $1,360,614 | $1,158,045 | | Franchise tax | $4,800 | $5,300 | $10,000 | $30,796 | | Total operating expenses | $639,694 | $387,569 | $1,370,614 | $1,188,841 | | Interest income on investments held in Trust Account | $38,380 | $194,074 | $76,895 | $512,940 | | Finance costs – discount on debt issuance | $(96,472) | — | $(171,316) | $(59,940) | | Total other (expense) income, net | $(58,092) | $194,074 | $(94,421) | $453,000 | | LOSS BEFORE PROVISION FOR INCOME TAXES | $(697,786) | $(193,495) | $(1,465,035) | $(735,841) | | Provision for income taxes | $(1,420) | $(41,923) | $(2,829) | $(101,104) | | NET LOSS | $(699,206) | $(235,418) | $(1,467,864) | $(836,945) | | Basic and diluted net loss per share, Class A common stock | $(0.07) | $(0.02) | $(0.14) | $(0.07) | - Net loss for the three months ended June 30, 2025, increased to **$(699,206)** from $(235,418) in the prior year, primarily due to higher operating expenses and finance costs[10](index=10&type=chunk) - For the six months ended June 30, 2025, net loss was **$(1,467,864)**, a significant increase from $(836,945) in the same period of 2024[10](index=10&type=chunk) - Interest income from investments in the Trust Account decreased substantially, from **$194,074 to $38,380** for the three-month period and from **$512,940 to $76,895** for the six-month period, year-over-year[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Deficit) Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit ($) | Change Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Balance, December 31 | $(18,860,383) | $(15,031,287) | | Remeasurement of common stock subject to redemption | $70,494 | $(555,040) | | Class A common stock to be transferred to fund promissory note | $90,835 | — | | Excise tax payable attributable to redemption | — | $(101,797) | | Net loss | $(1,467,864) | $(836,945) | | Balance, June 30 | $(20,166,918) | $(16,525,069) | - The accumulated deficit increased from **$(18,861,366)** at December 31, 2024, to **$(20,211,428)** at June 30, 2025, primarily due to net losses[11](index=11&type=chunk) - Remeasurement of common stock subject to redemption resulted in a net increase in stockholders' deficit of **$70,494** for the six months ended June 30, 2025[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows ($) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(520,416) | $(1,785,421) | | Net cash provided by investing activities | $158,219 | $10,208,748 | | Net cash provided by (used in) financing activities | $500,000 | $(9,423,977) | | NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | $137,803 | $(1,000,650) | | CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $280,063 | $824,243 | - Net cash used in operating activities decreased significantly from **$(1,785,421)** in 2024 to **$(520,416)** in 2025[16](index=16&type=chunk) - Net cash provided by investing activities decreased substantially from **$10,208,748** in 2024 to **$158,219** in 2025, primarily due to lower cash withdrawals from the Trust Account for redemptions[16](index=16&type=chunk) - Financing activities shifted from using **$(9,423,977)** cash in 2024 to providing **$500,000** cash in 2025, mainly from proceeds of promissory notes[16](index=16&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) [Note 1 — Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) - Athena Technology Acquisition Corp. II is a blank check company formed on May 20, 2021, for the purpose of a Business Combination[18](index=18&type=chunk) - The Company consummated its IPO on December 14, 2021, selling **25,000,000 units** at **$10.00 per unit**, generating **$250,000,000** gross proceeds[21](index=21&type=chunk) - On December 4, 2024, the Company entered into a Business Combination Agreement with Ace Green Recycling, Inc. for a merger[47](index=47&type=chunk) - As of June 30, 2025, the Company's aggregate excise tax payable, including interests and penalties, amounted to **$3,688,337**, with significant unpaid amounts from 2023 and 2024[62](index=62&type=chunk)[63](index=63&type=chunk)[64](index=64&type=chunk) - Management has determined that the Company's liquidity position and mandatory liquidation date of September 14, 2025, raise substantial doubt about its ability to continue as a going concern[73](index=73&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=18&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP and SEC rules for interim reporting[76](index=76&type=chunk) - The Company is an emerging growth company and has elected not to opt out of the extended transition period for new accounting standards[79](index=79&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity, with changes in redemption value recognized immediately[92](index=92&type=chunk)[94](index=94&type=chunk) - Warrants are accounted for as equity-classified instruments based on specific terms and authoritative guidance[99](index=99&type=chunk) - The Company adopted ASU 2023-07, 'Segment Reporting,' effective December 31, 2024[100](index=100&type=chunk) [Note 3 — Initial Public Offering and Over-Allotment](index=22&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering%20and%20Over-Allotment) - The Company sold **25,375,000 units** in its IPO and over-allotment at **$10.00 per unit**[102](index=102&type=chunk) - Each unit consists of one Public Share and one-half of a Public Warrant[102](index=102&type=chunk) [Note 4 — Private Placement](index=22&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - The Company consummated the private placement of **953,750 Private Placement Units** to the Sponsor at **$10.00 per unit**, generating gross proceeds of **$9,537,500**[103](index=103&type=chunk) - Proceeds from the Private Placement Units are held in the Trust Account and will be used to fund redemption of Public Shares if a Business Combination is not completed[103](index=103&type=chunk) [Note 5 — Related Party Transactions](index=22&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - The Sponsor purchased **10,062,500 Founder Shares**, which are subject to transfer restrictions and convert into Class A common stock[104](index=104&type=chunk)[106](index=106&type=chunk) - Due to related party amounted to **$211,029** as of June 30, 2025, for expenses paid by the Sponsor and administrative support services fees[107](index=107&type=chunk) - An unsecured, non-interest bearing convertible promissory note of **$422,182** was issued to the Sponsor on July 26, 2024[108](index=108&type=chunk) - Total borrowings under Working Capital Loans were **$1,735,686 (net of discount)** as of June 30, 2025, including notes from the Sponsor and third-party investors for extensions and working capital[109](index=109&type=chunk)[115](index=115&type=chunk) - The Company pays the Sponsor **$10,000 per month** for office space, utilities, and administrative services[116](index=116&type=chunk) [Note 6 — Commitments and Contingencies](index=24&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) - Holders of Founder Shares, Private Placement Units, and Working Capital Loans have registration rights for their securities[117](index=117&type=chunk) - Deferred underwriting commissions of **$8,956,250** were formally waived by Citigroup, contingent upon a successful Business Combination with Ace Green Recycling[120](index=120&type=chunk) - The Business Combination Agreement with Ace Green Recycling, entered on December 4, 2024, includes the issuance of up to **10,500,000 Earnout Shares** to Ace Green Recycling shareholders and **1,500,000** to the Sponsor[121](index=121&type=chunk)[123](index=123&type=chunk) - Voting and Support Agreements and Lock-Up Agreements are in place with the Sponsor and certain Ace Green Recycling shareholders, restricting share transfers post-merger[124](index=124&type=chunk)[126](index=126&type=chunk) [Note 7 — Stockholders' Deficit](index=26&type=section&id=Note%207%20%E2%80%94%20Stockholders%27%20Deficit) - The Company is authorized to issue **1,000,000 shares** of preferred stock, with none issued or outstanding as of June 30, 2025[129](index=129&type=chunk) - As of June 30, 2025, there were **9,835,000 shares** of Class A common stock classified as permanent equity and **310,156 shares** subject to possible redemption classified as temporary equity[130](index=130&type=chunk) - No Class B common stock was outstanding as of June 30, 2025, due to conversion into Class A common stock[131](index=131&type=chunk) - The Company has **12,687,500 Public Warrants** and **953,750 Private Placement Warrants** outstanding, exercisable 30 days after a Business Combination[135](index=135&type=chunk) [Note 8 — Fair Value Measurements](index=30&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) - Investments held in the Trust Account, totaling **$3,585,115** as of June 30, 2025, are classified as Level 1 fair value measurements (money market funds)[146](index=146&type=chunk)[148](index=148&type=chunk) - Subscription shares are valued using the market approach and classified as Level 3, incorporating discounts for lack of marketability, probability of liquidation, and expected forfeiture[148](index=148&type=chunk)[149](index=149&type=chunk) [Note 9 — Segment Information](index=31&type=section&id=Note%209%20%E2%80%94%20Segment%20Information) - The Company operates as a single reportable segment, with the Chief Executive Officer identified as the Chief Operating Decision Maker (CODM)[151](index=151&type=chunk) - The CODM reviews key metrics such as investments held in Trust Account, cash, general and administrative expenses, and interest income to assess performance and allocate resources[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) [Note 10 — Subsequent Events](index=32&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) - The Company deposited **$6,203** into the Trust Account on July 8, 2025, and August 11, 2025, extending the Business Combination period to September 14, 2025[157](index=157&type=chunk) - A preliminary proxy statement was filed on August 13, 2025, for a special meeting on September 10, 2025, to vote on extending the mandatory liquidation date to June 14, 2026[158](index=158&type=chunk) - On August 11, 2025, Polar contributed an additional **$400,000** to the Sponsor, which was loaned to the Company for working capital, bringing the total Polar Capital Investment to **$900,000**[159](index=159&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and future outlook. It reiterates the company's SPAC nature, details the proposed business combination with Ace Green Recycling, discusses liquidity challenges, and addresses the going concern issue, highlighting the need for additional funding and the impact of excise taxes - Athena Technology Acquisition Corp. II is a blank check company focused on completing a Business Combination, with a proposed merger with Ace Green Recycling, Inc. under a Business Combination Agreement dated December 4, 2024[163](index=163&type=chunk)[165](index=165&type=chunk) Key Financial Performance (Six Months Ended June 30) ($) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :----------- | :----------- | :------- | | Net Loss | $(1,467,864) | $(836,945) | $(630,919) | | Operating Expenses | $1,360,614 | $1,158,045 | $202,569 | | Interest Income (Trust Account) | $76,895 | $512,940 | $(436,045) | | Finance Costs | $171,316 | $59,940 | $111,376 | - As of June 30, 2025, the Company had operating cash of **$280,063** and a working capital deficit of **$10,580,564**[215](index=215&type=chunk) - Management has determined that the Company's liquidity position and the mandatory liquidation date of September 14, 2025, raise substantial doubt about its ability to continue as a going concern[222](index=222&type=chunk) - The aggregate excise tax payable, including interest and penalties, amounted to **$3,688,337** as of June 30, 2025, with the Company evaluating options for payment of overdue 2023 and 2024 liabilities[210](index=210&type=chunk)[211](index=211&type=chunk)[212](index=212&type=chunk) - The Company has secured funding through promissory notes from the Sponsor and contributions from investors (Polar, Kevin Wright and Jeanine Percival Wright Revocable Trust) for extensions and working capital, totaling **$1,735,686 (net)** in Working Capital Loans as of June 30, 2025[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)[220](index=220&type=chunk)[221](index=221&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Athena Technology Acquisition Corp. II is not required to provide quantitative and qualitative disclosures about market risk - The Company is a 'smaller reporting company' and is exempt from providing quantitative and qualitative disclosures about market risk[236](index=236&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness related to the misallocation of restricted funds. Remediation efforts are ongoing, including enhanced controls, improved communications, and audit committee oversight - Disclosure controls and procedures were not effective as of June 30, 2025[238](index=238&type=chunk) - A material weakness was identified due to the misallocation of **$669,440** in restricted funds from the Trust Account for general operating expenses, which was not in accordance with the Charter and Trust Agreement[240](index=240&type=chunk)[241](index=241&type=chunk) - Remediation efforts include enhanced controls, improved internal communications, oversight of cash availability, additional review of payments, remedial training, and requiring audit committee approval for Trust Account withdrawals[244](index=244&type=chunk) - The material weaknesses are not yet considered remediated until the applicable controls operate effectively for a sufficient period[245](index=245&type=chunk) [PART II – OTHER INFORMATION](index=49&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the filing date - The Company has no legal proceedings to report[249](index=249&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) The company refers to the risk factors disclosed in its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, stating that there have been no material changes to these risks as of the current report date - Risk factors are detailed in the Company's Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q[250](index=250&type=chunk) - No material changes to the disclosed risk factors have occurred as of the date of this Quarterly Report[250](index=250&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the initial public offering (IPO) and private placement of units, including the gross proceeds generated and the allocation of funds to the Trust Account. It also mentions the deferred underwriting commissions - The Company consummated its IPO on December 14, 2021, selling **25,000,000 units** at **$10.00 per unit**, generating **$250,000,000** gross proceeds[251](index=251&type=chunk) - A private placement of **950,000 Private Placement Units** to the Sponsor at **$10.00 per unit** generated **$9,500,000** gross proceeds[252](index=252&type=chunk) - An additional **375,000 Over-allotment Units** were sold for **$3,750,000**, along with **3,750 private placement units** to the Sponsor for **$37,500**[253](index=253&type=chunk) - Following the IPO and over-allotment, **$256,287,500** of net proceeds were placed in a Trust Account[255](index=255&type=chunk) - Deferred underwriting commissions of **$8,956,250** are contingent upon the consummation of a Business Combination[254](index=254&type=chunk)[256](index=256&type=chunk) [Item 3. Defaults Upon Senior Securities](index=49&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities as of the filing date - The Company has no defaults upon senior securities to report[258](index=258&type=chunk) [Item 4. Mine Safety Disclosures](index=49&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the Company[259](index=259&type=chunk) [Item 5. Other Information](index=49&type=section&id=Item%205.%20Other%20Information) This section discloses a subsequent event where Polar Multi-Strategy Master Fund contributed an additional $400,000 to the Sponsor, which was then loaned to the Company for working capital, bringing the total Polar Capital Investment to $900,000 - On August 11, 2025, Polar Multi-Strategy Master Fund contributed an additional **$400,000** to the Sponsor, which was loaned to the Company for working capital expenses[260](index=260&type=chunk) - This brings the aggregate Polar Capital Investment to **$900,000**[260](index=260&type=chunk) - The August Subscription Agreement provides for repayment of the investment upon Business Combination closing and the transfer/issuance of an additional **400,000 Class A common shares** to Polar (totaling **900,000 shares**)[261](index=261&type=chunk) [Item 6. Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including a subscription agreement and various certifications - Exhibits include a Subscription Agreement (10.1), Certifications of Principal Executive Officer (31.1, 32.1), Certifications of Principal Financial Officer (31.2, 32.2), and Inline XBRL documents[263](index=263&type=chunk) [SIGNATURE](index=52&type=section&id=SIGNATURE) [SIGNATURE](index=52&type=section&id=SIGNATURE) The report is signed by Jennifer Calabrese, Chief Financial Officer, on behalf of Athena Technology Acquisition Corp. II, dated August 19, 2025 - The report was signed by Jennifer Calabrese, Chief Financial Officer, on August 19, 2025[267](index=267&type=chunk)

PART 1 – FINANCIAL INFORMATION This section provides comprehensive unaudited interim financial statements and related disclosures for the company's operations [Item 1. Interim Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements and comprehensive notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' deficit as of specific dates | Metric | March 31, 2025 ($) | December 31, 2024 ($) | Change ($) | | :-------------------------------- | :------------- | :---------------- | :----- | | Total Assets | $4,694,169 | $4,467,142 | +$227,027 | | Total Liabilities | $19,946,662 | $19,041,812 | +$904,850 | | Total Stockholders' Deficit | $(19,420,404) | $(18,860,383) | -$560,021 | | Cash | $487,089 | $142,260 | +$344,829 | | Investments held in Trust Account | $3,723,564 | $3,666,439 | +$57,125 | | Accounts payable and accrued expenses | $5,216,821 | $4,805,980 | +$410,841 | | Note payable - related party, net | $1,639,214 | $1,155,205 | +$484,009 | | Excise tax payable | $3,501,166 | $3,501,166 | $0 | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's revenues, expenses, and net loss for the reported periods | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | Change ($) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | | Total operating expenses | $730,920 | $801,272 | -$70,352 | | Interest income on investments held in Trust Account | $38,515 | $318,866 | -$280,351 | | Finance costs – discount on debt issuance | $(74,844) | $(59,940) | -$14,904 | | Net Loss | $(768,658) | $(601,527) | -$167,131 | | Basic and diluted net loss per share, Class A | $(0.08) | $(0.05) | -$0.03 | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) This section outlines changes in the company's stockholders' deficit, including net loss and equity adjustments | Metric | December 31, 2024 ($) | March 31, 2025 ($) | Change ($) | | :-------------------------------- | :---------------- | :------------- | :----- | | Total Stockholders' Deficit | $(18,860,383) | $(19,420,404) | -$560,021 | | Net loss (3 months ended March 31, 2025) | N/A | $(768,658) | N/A | | Remeasurement of common stock subject to redemption | N/A | $117,802 | N/A | | Class A common stock to be transferred to fund promissory note | N/A | $90,835 | N/A | [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | Change ($) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----- | | Net cash used in operating activities | $(136,561) | $(238,842) | +$102,281 | | Net cash (used in) provided by investing activities | $(18,610) | $106,353 | -$124,963 | | Net cash provided by (used in) financing activities | $500,000 | $(44,314) | +$544,314 | | Net change in cash and cash equivalents and restricted cash | $344,829 | $(176,803) | +$521,632 | | Cash and cash equivalents and restricted cash, end of period | $487,089 | $1,648,090 | -$1,161,001 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed notes supporting the unaudited condensed consolidated financial statements [Note 1 – Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Business%20Operations) Athena Technology Acquisition Corp. II, a SPAC, seeks a business combination with Ace Green Recycling, facing going concern doubts - Company is a blank check company (SPAC) formed in May 2021 to effect a business combination[19](index=19&type=chunk) - IPO completed on December 14, 2021, raising **$250,000,000** gross proceeds from **25,000,000 units**[22](index=22&type=chunk)[104](index=104&type=chunk) - Entered into a Business Combination Agreement with Ace Green Recycling on December 4, 2024, with a merger sub merging into Ace Green Recycling[47](index=47&type=chunk) - The company's mandatory liquidation date has been extended to September 14, 2025, raising substantial doubt about its ability to continue as a going concern[73](index=73&type=chunk) - As of March 31, 2025, the company had operating cash of **$487,089** and a working capital deficit of **$10,019,807**[70](index=70&type=chunk) | Date | Shares Redeemed | Amount Paid from Trust Account ($) | Excise Tax (1%) ($) | Aggregate Excise Tax Payable (as of March 31, 2025) ($) | | :---------------- | :-------------- | :----------------------------- | :---------------- | :-------------------------------------------------- | | June 13, 2023 | 23,176,961 | $239,604,919 | $2,396,049 | | | March 12, 2024 | 910,258 | $10,179,663 | $101,797 | | | December 10, 2024 | 977,625 | $11,497,959 | $114,980 | $3,501,166 | - The company has not yet paid the 2023 excise tax liability of **$2,396,049** (due Oct 31, 2024) and faces asserted interest and penalties of **$888,340** through Dec 31, 2024, with further penalties accruing[63](index=63&type=chunk)[64](index=64&type=chunk) - Misallocated **$669,440** of restricted funds (intended for taxes) for general operating expenses between Oct 2023 and March 2024, which was later replenished by the Sponsor via an intercompany loan[68](index=68&type=chunk)[69](index=69&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=17&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the significant accounting policies used in preparing the unaudited condensed consolidated financial statements - The company is an emerging growth company and has elected not to opt out of the extended transition period for new accounting standards[79](index=79&type=chunk) - Investments held in the Trust Account are classified as trading securities and measured at fair value, primarily consisting of U.S. Treasury securities and money market funds[85](index=85&type=chunk) - Class A common stock subject to possible redemption is classified as temporary equity and adjusted to redemption value at each reporting period[93](index=93&type=chunk)[95](index=95&type=chunk) - Warrants are equity-classified instruments based on specific terms and applicable guidance[101](index=101&type=chunk) | Metric | Amount ($) | | :------------------------------------------ | :------------- | | Class A common stock subject to possible redemption at December 31, 2024 | $4,285,713 | | Plus: Accretion of carrying value to redemption value | $(117,802) | | Class A common stock subject to possible redemption at March 31, 2025 | $4,167,911 | [Note 3 — Initial Public Offering and Over-Allotment](index=23&type=section&id=Note%203%20%E2%80

Business Combination and Agreements - The Company entered into a business combination agreement with Ace Green Recycling, with the expectation of issuing up to 10,500,000 shares of common stock as Earnout Shares[271]. - The Company has entered into various voting and support agreements with shareholders to facilitate the business combination[272][273]. - The Company has extended the deadline for its initial business combination to September 14, 2025, with a deposit of $25,000 into the Trust Account[279]. - The Company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success in completing the business combination[269]. - The Company faces substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by September 14, 2025[324]. Financial Performance and Position - For the year ended December 31, 2024, the company reported a net loss of $2,648,946, consisting of operating expenses of $3,402,952 and finance costs of $78,039, offset by interest income of $850,641 from investments held in the Trust Account[297]. - The company had cash used in operating activities of $2,944,606 for the year ended December 31, 2024, with net cash provided by investing activities amounting to $21,571,727[305]. - As of December 31, 2024, the accumulated interest income earned on investments held in the Trust Account amounted to $21,929,730[303]. - The Company has a working capital deficit of $9,284,859 as of December 31, 2024, indicating liquidity challenges[315]. - Total borrowings under the Working Capital Loans structure increased from $360,060 in 2023 to $1,155,205 in 2024, reflecting a significant rise in funding needs[322]. Compliance and Regulatory Issues - The Company received notices of noncompliance from NYSE American for failing to timely file required reports, leading to potential delisting proceedings[285]. - The Company has not obtained commitments for additional funding to meet tax and operational obligations as of the report date[314]. - The Company is subject to a potential 10% annual interest and a 0.5% monthly penalty on unpaid excise tax liabilities, which remain outstanding[311]. Capital Structure and Funding - The company completed its initial public offering on December 14, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units[298]. - The company issued unsecured promissory notes totaling $2,822,182 to various executives and the Sponsor, with terms including interest rates of 6% per annum for some notes[290][291][292][293]. - The Company issued unsecured promissory notes totaling $600,000 and $200,000 to its CEO and President, respectively, both accruing interest at 6% per annum[317][318]. - An additional $1,500,000 unsecured promissory note was issued to the Sponsor for working capital purposes, with $800,000 drawn down as of April 10, 2024[320]. - The Company has entered into a Subscription Agreement with Polar for an additional $500,000 to fund working capital and extensions for business combination deadlines[321]. Accounting and Reporting Standards - The Company accounts for public and private placement warrants as equity-classified instruments based on specific terms and applicable guidance, qualifying for equity accounting treatment[336]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[337]. - ASU 2023-07 requires annual and interim disclosures of significant segment expenses and is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[338]. - Management believes that no other recently issued accounting standards will have a material effect on the consolidated financial statements[339]. - As a "smaller reporting company," the Company is not required to provide quantitative and qualitative disclosures about market risk[341]. Operational Costs and Expenses - The Company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[296]. - The company incurred offering costs for its initial public offering amounting to $14,420,146, including $5,000,000 in underwriting fees[301]. - The company recorded an aggregate excise tax payable of $3,501,166 as of December 31, 2024, including interest and penalties[309]. - The Company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for office space and administrative services[327].

Business Combination and Acquisitions - The Company entered into a Business Combination Agreement with Ace Green Recycling, with the expectation to issue up to 10,500,000 shares of common stock to Ace Green Recycling's shareholders [162]. - The Company has incurred significant costs in pursuing acquisition plans and cannot assure the success of the Business Combination with Ace Green Recycling [160]. - The Business Combination Agreement includes provisions for a New Registration Rights Agreement to register certain shares for resale [168]. - The Company has extended the deadline for its initial business combination to September 14, 2025, with a deposit of $25,000 or $0.02 per share for each extension [170]. - The Company has substantial doubt about its ability to continue as a going concern, with a mandatory liquidation date set for September 14, 2025, unless a Business Combination is completed [210]. Financial Performance - As of September 30, 2024, the Company reported a net loss of $314,920 for the three months ended September 30, 2024, with operating expenses of $467,928 and interest income of $191,561 [184]. - For the nine months ended September 30, 2024, the Company had a net loss of $1,151,865, consisting of operating expenses of $1,656,769 and interest income of $704,501 [185]. - The Company has a working capital deficit of $7,631,838 as of September 30, 2024 [205]. - The Company incurred total income tax liabilities of $2,674,222, with payments made for 2022 and 2023 income taxes [194]. Trust Account and Funding - As of September 30, 2024, the Trust Account held investments amounting to $14,960,544, with accumulated interest income of $10,411,560 [203]. - The Company plans to use funds from the Trust Account to complete its business combination and cover tax obligations [203]. - The Company has not obtained commitments for additional funding to cover tax liabilities and operational costs prior to closing a business combination [204]. - The Company received an additional $200,000 from Polar through a Subscription Agreement, bringing the total contribution to $500,000, which will be used for working capital and extensions for the initial Business Combination [208]. Stock and Equity - A total of 910,258 shares of Class A common stock were redeemed during the Second Extension Special Meeting [169]. - The Company issued a non-interest-bearing promissory note to the Sponsor for $1,500,000 to cover monthly extension payments and working capital [181]. - The Company has recorded an excise tax payable of $2,497,846 as of September 30, 2024, related to share redemptions [199]. - The Company has issued 13,164,375 Public and Private Placement Warrants to purchase Class A common stock at $11.50 per share, which remain unexercised as of September 30, 2024 [220]. - Common stock subject to possible redemption is classified as temporary equity, reflecting the uncertainty of future events affecting redemption rights [219]. Compliance and Regulatory Matters - The Company has faced noncompliance notifications from NYSE American due to filing delinquencies, but believes it has cured these issues [176]. - The Company transferred its listing from NYSE to NYSE American on July 21, 2023, following the end of trading on NYSE [175]. - The underwriters are entitled to deferred underwriting commissions of $0.35 per unit, totaling $8,956,250, which will be payable only if the Company completes a Business Combination [213]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [215][216]. - The Company will bear the expenses incurred in connection with the filing of registration statements for holders of Founder Shares and Private Placement Units [214]. Miscellaneous - The Company has not entered into any off-balance sheet financing arrangements or established special purpose entities [211]. - As of September 30, 2024, the Company has no off-balance sheet arrangements or long-term debt obligations, apart from a monthly fee of $10,000 to the Sponsor for office space and support services [211][212].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $235,418, with interest income of $194,074 and operating expenses of $387,569 [144]. - For the six months ended June 30, 2024, the company had a net loss of $836,945, consisting of interest income of $512,940 and operating expenses of $1,188,841 [144]. - For the three months ended June 30, 2023, the company achieved a net income of $99,213, with interest income of $2,628,259 and operating expenses of $1,978,653 [145]. - For the six months ended June 30, 2023, the company reported a net income of $1,805,638, with interest income of $5,386,763 and operating expenses of $2,473,736 [145]. - For the six months ended June 30, 2024, cash used in operating activities was $1,785,421, resulting in a net loss of $836,945 [154]. - For the six months ended June 30, 2023, cash used in operating activities was $715,394, with a net income of $1,805,638 [155]. Capital Raising and Expenses - The company raised gross proceeds of $250,000,000 from its initial public offering of 25,000,000 units, with each unit priced at $10.00 [147]. - The company generated gross proceeds of $9,500,000 from the sale of 950,000 private placement units at $10.00 each [148]. - The company incurred offering costs of $14,420,146 for its initial public offering, including $5,000,000 in underwriting fees [150]. Trust Account and Investments - As of June 30, 2024, the accumulated interest income earned on investments held in the Trust Account amounted to $10,219,999, with total amounts withdrawn for tax obligations at $2,674,222 [152]. - As of June 30, 2024, the Company had investments held in the Trust Account of $14,691,717, with approximately $1,265,733 representing interest income available for tax obligations [160]. - The Company intends to use substantially all funds in the Trust Account to complete its business combination, with annual franchise tax obligations estimated at approximately $63,600 [160]. Tax Obligations - The Company has recorded an excise tax payable of $2,497,846 as of June 30, 2024, with an obligation to remit payment by October 31, 2024 [157]. - As of December 31, 2023, approximately $2.1 million of restricted funds remained in the company's operating account for future tax payments [140]. Business Combination and Going Concern - The company has extended the deadline for its initial business combination to December 14, 2024, with a total of up to nine monthly extensions possible [131]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [143]. - Management has raised substantial doubt about the Company's ability to continue as a going concern, with a mandatory liquidation date of December 14, 2024 [164]. Working Capital and Debt - The Company has a working capital deficit of $7,048,091 as of June 30, 2024 [162]. - As of June 30, 2024, there were $1,100,000 in Working Capital Loans outstanding, which may be repaid from the proceeds of the Trust Account if a business combination is completed [163]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024 [166]. Regulatory Classification - The company is classified as a "smaller reporting company" and is not required to provide detailed market risk disclosures [178].

Financial Performance - The Company reported a net loss of $601,527 for the three months ended March 31, 2024, compared to a net income of $1,706,425 for the same period in 2023[152]. - For the three months ended March 31, 2024, cash used in operating activities was $238,842, with a net loss of $601,527[162]. - Cash used in operating activities for the three months ended March 31, 2023, was $457,070, with a net income of $1,706,425[163]. - The Company has a working capital deficit of $6,541,331 as of March 31, 2024[171]. Revenue and Income - Interest income on investments held in the Trust Account was $318,866 for Q1 2024, down from $2,758,485 in Q1 2023[152]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[151]. - As of March 31, 2024, the accumulated interest income earned on investments held in the Trust Account amounted to $10,025,924[159]. - The Company had investments held in the Trust Account of $14,420,375, with approximately $1,071,658 representing interest income available for tax obligations[169]. Initial Public Offering - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit[154]. - The Company incurred offering costs of $14,420,146 for its initial public offering, including $5 million in underwriting fees[157]. Business Combination and Extensions - The Company has extended the deadline for its initial business combination to December 14, 2024, with the possibility of further monthly extensions[139]. - The Company deposited a total of $180,289 into the Trust Account to extend the period for consummating its initial business combination[142]. - The Sponsor has deposited an aggregate of $25,756 into the Trust Account to cover the first of nine potential monthly extensions for business combination[172]. - The Company intends to use substantially all funds held in the Trust Account to complete its business combination[169]. Compliance and Regulatory Matters - The Company received a notice of noncompliance from NYSE Regulation regarding timely filing criteria, but believes it has cured the issue by filing necessary reports[144]. Tax Liabilities - The Company paid $720,192 for 2022 income tax liabilities on April 3, 2024, and $820,571 for 2023 income tax liabilities on May 16, 2024[161]. - The Company recorded an excise tax payable of $2,497,846 as of March 31, 2024, related to redemptions[165]. Warrant Classification - The Company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and authoritative guidance[186]. - The assessment for warrant classification is conducted at the time of issuance and at each subsequent quarterly period end date[186]. - Public warrants and private placement warrants qualify for equity accounting treatment as determined by the Company[186].

Business Combination - The Company entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date, divided by $10.00 per share [314][315]. - The Business Combination involves the acquisition of Air Water Ventures Ltd, with each AWV shareholder receiving one Holdings ordinary share for each AWV share held [315]. - The Company extended the SPAC Termination Notice Date multiple times, with the final extension to September 25, 2023, to secure a PIPE investment of at least $30,000,000 [322][323][324]. - A special meeting on June 13, 2023, approved extending the deadline for the initial business combination to March 14, 2024, with 23,176,961 shares of Class A common stock redeemed [328]. - The Sponsor Support Agreement was established to support the Business Combination, including waiving anti-dilution rights and redemption rights [316]. - Lock-Up Agreements were put in place, restricting AWV shareholders from transferring 75% of their shares for six months post-closing [317]. - A New Registration Rights Agreement will be executed at closing, requiring Holdings to file a shelf registration statement within 30 days [319]. - The Business Combination Agreement was terminated on December 13, 2023, with the Company planning to identify another target for a business combination [326]. - The Company intends to complete its initial Business Combination before the mandatory liquidation date of December 14, 2024, but there is no assurance it will succeed [353]. Financial Performance - As of December 31, 2023, the Company had a net income of $1,339,504, consisting of $6,009,585 in interest income, offset by $3,528,434 in operating expenses, $179,819 in finance costs, and $820,571 in income tax expenses [341]. - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit, with each unit consisting of one share of Class A common stock and one-half of a redeemable warrant [342]. - As of December 31, 2023, the Trust Account held investments totaling $24,387,525, which the Company intends to use for its business combination [349]. - The Company withdrew $2.4 million from the Trust Account for tax purposes, with an excess of approximately $328,000 returned to the Trust Account [337]. - The Company incurred $896,106 in cash used in operating activities for the year ended December 31, 2023, while net cash provided by investing activities was $241,607,033 [348]. - The Company redeemed 910,258 shares of Class A common stock in connection with the Second Extension Special Meeting, resulting in a withdrawal of $10,179,663 from the Trust Account [346]. - The Company has not obtained commitments for additional funding to cover potential tax liabilities and operational costs prior to closing a business combination [350]. - As of December 31, 2023, the company had a working capital deficit of $5,625,494 and operating cash of $0 [351]. - The company has $360,060 in outstanding Working Capital Loans as of December 31, 2023, compared to $0 in 2022 [352]. - Deferred underwriting commissions of $8,956,250 remain outstanding, contingent upon a successful Business Combination with AWV [356]. Internal Control and Compliance - The company has not maintained effective internal control over financial reporting as of December 31, 2023, due to identified material weaknesses [366]. - The company misallocated $240,528 of Restricted Funds for operating expenses, which was later replenished by an intercompany loan from the Sponsor [373]. - The company will restate its previously issued unaudited condensed financial statements for the three months ended September 30, 2023, due to the incorrect recording of approximately $1.5 million withdrawn from the Trust Account [375]. - The restatement involved reclassifying $1.5 million from Investments held in Trust Account to restricted cash as of September 30, 2023 [375]. - Management is implementing a remediation plan to address identified material weaknesses in internal control over financial reporting, including enhanced controls and improved internal communications [376]. - The remediation plan includes requiring the audit committee's approval for any withdrawals from the Trust Account and ensuring withdrawn funds are placed in a restricted account for tax payments [376]. - As of December 31, 2023, the company continues to implement its remediation plan but cannot assure that these initiatives will have the intended effects [377]. - There were no changes in internal control over financial reporting during the fiscal quarter ended December 31, 2023, that materially affected the company's internal control [378]. - The company is committed to continuous improvement of its internal control over financial reporting and will diligently review these controls [377]. Management and Governance - The Chief Financial Officer, Jennifer Calabrese, has been with the company since July 2024 and previously provided accounting and financial reporting services since September 2022 [386]. - Kirthiga Reddy, the President, has over twenty years of experience in technology-driven transformations and previously held executive roles at Facebook [387]. - Judith Rodin, a director since August 2021, has extensive experience in higher education and philanthropy, having served as President of The Rockefeller Foundation [388]. - The board of directors consists of five members with staggered three-year terms, with Class I expiring in 2026, Class II in 2024, and Class III in 2025 [393]. - The audit committee is composed of independent directors, with Sharon Brown-Hruska as chair and Trier Bryant as a member, ensuring compliance with NYSE standards [396]. - The audit committee's responsibilities include overseeing the integrity of financial statements and compliance with legal requirements, as well as reviewing the performance of the independent registered public accounting firm [397]. - The compensation committee, chaired by Judith Rodin, is responsible for approving the CEO's compensation and reviewing executive compensation policies [400]. - The company has a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees, which is available on its website [409]. - Officers and directors are required to present business opportunities to the corporation if they are within its line of business and financially feasible [410]. - The company has entered into agreements for indemnification of officers and directors, in addition to protections provided by Delaware law [418]. - The company has purchased directors' and officers' liability insurance to cover costs related to defense, settlement, or judgment payments [419]. - The compensation committee may retain independent advisers and is responsible for ensuring their independence [404]. - The nominating and corporate governance committee assists in identifying and recommending candidates for the board of directors [405]. Legal and Risk Factors - Provisions may discourage stockholders from suing directors for breach of fiduciary duty [420]. - These provisions may reduce the likelihood of derivative litigation against officers and directors [420]. - Stockholder investments may be adversely affected by costs of settlement and damage awards paid by the company [420]. - Directors' and officers' liability insurance and indemnity agreements are deemed necessary to attract and retain talent [420].

Business Combination Agreement - Athena Technology Acquisition Corp. II entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date[130][131]. - Each AWV shareholder will receive one Holdings ordinary share for each AWV share held prior to the Share Acquisition, and each Athena shareholder will receive one Holdings ordinary share for each Athena common stock held prior to the Merger[131]. - The Business Combination Agreement allows for a PIPE investment of at least $30,000,000, with multiple amendments extending the termination notice date to September 25, 2023[138][140]. - The Business Combination includes a recapitalization of AWV shares based on an Exchange Ratio defined in the agreement[130]. - The AWV Shareholders and management will be subject to a lock-up agreement restricting the transfer of 75% of their shares for six months post-closing[133]. Financial Performance - For the three months ended September 30, 2023, the Company reported a net loss of $548,195, with operating expenses of $703,925 and interest income of $304,776[148]. - For the nine months ended September 30, 2023, the Company achieved a net income of $1,257,443, primarily from interest income of $5,691,539, offset by operating expenses of $3,177,661[148]. - As of September 30, 2023, the accumulated interest income earned on investments held in the Trust Account amounted to $9,389,013, with total amounts withdrawn for tax obligations at $922,114[155]. - The Company had investments in the Trust Account totaling $25,389,479 as of September 30, 2023, which are intended to be used for the business combination[159]. - The Company incurred offering costs of $14,420,146 during its initial public offering, including $5,000,000 in underwriting fees[153]. - The Company has a working capital deficit of $4,313,460 as of September 30, 2023, with cash used in operating activities amounting to $807,735 for the nine months ended September 30, 2023[160][158]. Going Concern and Financial Position - The Company faces substantial doubt about its ability to continue as a going concern, with a mandatory liquidation date of December 14, 2023, unless a business combination is completed[162]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and has a monthly fee obligation of $10,000 to its Sponsor for administrative services[165][164]. Regulatory and Reporting Considerations - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[168]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years post-IPO[170]. - The company has identified critical accounting policies that may lead to material differences in reported financial results due to management estimates and assumptions[171]. - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events outside the company's control[172]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, with no warrants exercised as of September 30, 2023[173]. - The company accounts for warrants based on specific terms, determining whether they are classified as equity or liabilities, with public and private placement warrants qualifying for equity treatment[175]. - As a smaller reporting company, the company is not required to provide detailed market risk disclosures[176]. Acquisition Plans and Marketing Efforts - The Company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of the Business Combination[129]. - The Company has conducted good faith marketing efforts for PIPE investments, with a focus on securing at least $30,000,000 prior to the Outside Date[139]. - The Company has extended the period to consummate its initial Business Combination multiple times, with deposits of $60,000 made on June 14, July 7, August 8, September 7, October 6, and November 7, 2023, allowing extensions up to a total of six months[144][145][146].

Business Combination Agreement - Athena Technology Acquisition Corp. II entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date [123][125]. - The Business Combination Agreement allows for a PIPE investment of at least $30,000,000, with marketing efforts to potential investors required before termination [132][133]. - The Company extended the date to consummate its initial business combination from June 14, 2023, to March 14, 2024, allowing for up to nine monthly extensions [136]. - The company intends to complete its initial business combination before the mandatory liquidation date of September 14, 2023, but there is no assurance it will succeed [154]. Financial Performance - As of June 30, 2023, the company reported a net income of $99,213 for the three months ended June 30, 2023, driven by interest income of $2,628,259, offset by operating expenses of $1,978,653 and income tax expenses of $550,393 [140]. - For the six months ended June 30, 2023, the company achieved a net income of $1,805,638, with interest income totaling $5,386,763, while incurring operating expenses of $2,473,736 and income tax expenses of $1,107,389 [140]. - The company has accumulated interest income of $9,084,222 from investments held in the Trust Account as of June 30, 2023 [147]. Trust Account and Investments - As of June 30, 2023, the company had investments in the Trust Account amounting to $23,076,813, which will be used to complete its business combination [151]. - A total of $60,000 was deposited into the Trust Account on July 7, 2023, and again on August 8, 2023, to facilitate monthly extensions of the business combination deadline [137]. Initial Public Offering - The company completed its initial public offering on December 14, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit [143]. - The company incurred offering costs of $14,420,146 related to its initial public offering, including $5,000,000 in underwriting fees [145]. Financial Position - The company has a working capital deficit of $2,020,233 as of June 30, 2023, with cash of $184 and restricted cash of $2,393,297 [152]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023 [156]. - The company has a deferred underwriting fee of $8,956,250, which will only be payable upon the successful completion of a business combination [158]. Share Structure and Accounting - Common stock subject to possible redemption is classified as temporary equity due to certain redemption rights considered outside of the company's control [164]. - The company has two classes of shares: Class A and Class B, with earnings and losses shared pro rata between them [165]. - As of June 30, 2023, no Public Warrants or Private Placement Warrants have been exercised, resulting in diluted net income (loss) per common stock being the same as basic net income (loss) per common stock [165]. - The company accounts for warrants based on specific terms, determining whether they are classified as equity or liability instruments [167]. - Public and private placement warrants qualify for equity accounting treatment as per the company's assessment [167]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures [168].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,706,425, driven by interest income of $2,758,504, offset by operating expenses of $495,083 and income tax expenses of $556,996[117]. - The company has no operating revenues to date and does not expect to generate any until after completing its initial business combination[116]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, with no Public or Private Placement Warrants exercised as of March 31, 2023[138]. Investments and Financing - The company had investments held in the Trust Account amounting to $262,396,797 as of March 31, 2023, which are intended to be used for completing a business combination[124]. - The initial public offering generated gross proceeds of $250,000,000 from the sale of 25,000,000 units, with each unit priced at $10.00[119]. - The company incurred offering costs of $14,420,146 for its initial public offering, which included $5,000,000 in underwriting fees[121]. - The company may need to obtain additional financing to complete its business combination or if a significant number of public shares are redeemed[128]. Business Combination and Future Plans - The company intends to hold a special meeting on June 12, 2023, to vote on extending the deadline for completing its initial business combination from June 14, 2023, to January 14, 2024[115]. - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with searching for a business combination[116]. Company Structure and Compliance - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[130]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[135]. - Common stock subject to possible redemption is classified as temporary equity, affecting the presentation on the balance sheet[137]. - The company accounts for warrants based on specific terms, determining whether they are equity or liability classified instruments[140].