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].
Athena Technology Acquisition II(ATEK) - 2024 Q3 - Quarterly Report