Athena Technology Acquisition II(ATEK) - 2025 Q1 - Quarterly Report

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) This section presents the unaudited condensed consolidated financial statements and comprehensive notes Condensed Consolidated Balance Sheets 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 | $0 | Unaudited Condensed Consolidated Statements of Operations This section details the company's revenues, expenses, and net loss for the reported periods | Metric | Three Months Ended March 31, 2025 ($) | 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) | -$0.03 | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit This section outlines changes in the company's stockholders' deficit, including net loss and equity adjustments | Metric | December 31, 2024 ($) | 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 | $90,835 | N/A | Unaudited Condensed Consolidated Statements of Cash Flows This section presents the company's cash inflows and outflows from operating, investing, and financing activities | Metric | Three Months Ended March 31, 2025 ($) | 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) This section provides detailed notes supporting the unaudited condensed consolidated financial statements Note 1 – Organization and Business Operations 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] - IPO completed on December 14, 2021, raising $250,000,000 gross proceeds from 25,000,000 units[22][104] - Entered into a Business Combination Agreement with Ace Green Recycling on December 4, 2024, with a merger sub merging into Ace Green Recycling[47] - 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] - As of March 31, 2025, the company had operating cash of $487,089 and a working capital deficit of $10,019,807[70] | Date | Shares Redeemed | Amount Paid from Trust Account ($) | 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][64] - Misallocated $669,440 of restricted funds (intended for taxes) for general operating expenses between Oct 2023 and March 2024, which was later replenished by the Sponsor via an intercompany loan[68][69] Note 2 — Summary of Significant Accounting Policies This section outlines the significant accounting policies used in preparing the unaudited condensed consolidated financial statements - The company is an emerging growth company and has elected not to opt out of the extended transition period for new accounting standards[79] - Investments held in the Trust Account are classified as trading securities and measured at fair value, primarily consisting of U.S. Treasury securities and money market funds[85] - Class A common stock subject to possible redemption is classified as temporary equity and adjusted to redemption value at each reporting period[93][95] - Warrants are equity-classified instruments based on specific terms and applicable guidance[101] | Metric | Amount ($) | | :------------------------------------------ | :------------- | | 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