Athena Technology Acquisition II(ATEK) - 2025 Q3 - Quarterly Report

Business Combination - Athena Technology Acquisition Corp. II entered into a business combination agreement with Ace Green Recycling, with the expectation of issuing up to 10,500,000 shares of common stock to Ace Green Recycling's shareholders [174][177]. - The Business Combination Agreement includes provisions for a pro rata portion of Earnout Shares based on trading prices over a five-year period following the merger [177]. - The company has entered into lock-up agreements with certain shareholders, restricting the transfer of shares for 180 days post-merger [180][181]. - The New Registration Rights Agreement will require the company to file a registration statement for resale of certain shares within 30 days after the business combination closing [182]. - The company intends to complete its initial Business Combination before June 14, 2026, but there are substantial doubts about its ability to continue as a going concern [239]. Financial Performance - For the three months ended September 30, 2025, the Company reported a net loss of $508,085, with operating expenses of $361,412 and interest income of $30,558 from investments held in the Trust Account [206]. - For the nine months ended September 30, 2025, the Company had a net loss of $959,779, with total operating expenses of $1,732,026 and interest income of $107,453 [207]. - As of September 30, 2025, the Company had a net loss of $959,779, with cash used in operating activities amounting to $660,423 [219]. - For the nine months ended September 30, 2024, the Company reported a net loss of $1,151,865 and cash used in operating activities of $2,756,485 [220]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination [205]. Trust Account and Cash Management - The company deposited $231,800 into the Trust Account to extend the period for consummating its initial business combination from March 14, 2024 to December 14, 2024 [189]. - The Company redeemed 23,176,961 shares of Class A common stock in connection with the First Extension Special Meeting, withdrawing $239,604,919 from the Trust Account for this purpose [215]. - As of September 30, 2025, the Trust Account held $26,353 in interest income available for tax obligations, with total amounts withdrawn for tax liabilities reaching $2,869,660 [215]. - As of September 30, 2025, the Company had investments held in the Trust Account of $293,283, with an operating cash balance of $527,152 [227][230]. - The Company has a working capital deficit of $7,689,116 as of September 30, 2025 [230]. Regulatory Compliance - The company has received notices of noncompliance from NYSE for failing to timely file its Annual Report on Form 10-K and Quarterly Report on Form 10-Q, leading to a suspension of trading on December 10, 2024, and subsequent delisting on December 30, 2024 [193]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [245]. - The company is not required to provide certain disclosures as a "smaller reporting company" under Item 3 [253]. Tax Liabilities - The Company recorded an excise tax liability of $2,396,049 for the 2023 tax year, with additional interest and penalties totaling $1,051,283 recognized through September 30, 2025 [225]. - The total amount of prepaid income taxes as of September 30, 2025, was $611,113, with a remaining restricted cash balance of $0 [217]. - The Company has recorded a total of $3,688,337 in excise tax liabilities that were reversed following IRS guidance for SPACs [226]. Capital Structure - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit [210]. - The Company incurred offering costs of $14,420,146 for its initial public offering, including $5 million in underwriting fees [213]. - The underwriters are entitled to deferred underwriting commissions of $8,956,250, which will be payable only upon the completion of a business combination [243]. - The company has issued 13,164,375 warrants to purchase Class A common stock at $11.50 per share, with no warrants exercised as of September 30, 2025 [249]. - The Company issued a non-interest-bearing promissory note to the Sponsor for $1.5 million to cover monthly extension payments and working capital [199]. - The Company issued an unsecured promissory note to the Sponsor with a principal amount of $422,182, which is payable upon the earlier of July 26, 2026, or the Company's initial Business Combination [232]. Accounting Policies - The company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events [248]. - The company has adopted ASU 2023-07 for segment reporting, effective for fiscal years beginning after December 15, 2023 [251]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [252]. - The company has no critical accounting policies that would significantly impact reported amounts of assets and liabilities [247]. - The company has registration rights for holders of Founder Shares and Private Placement Units, allowing them to demand registration of securities [244].