0001213900-26-025927
SEC filingAthena Technology Acquisition Corp. II (ATEK) reported a net loss of $1.3 million for the fiscal year ending December 31, 2025, driven by total operating expenses of $1.9 million, primarily from general and administrative costs. The loss was partially offset by total other income of $615K, which included interest income of $110K from investments held in the Trust Account and a significant $888K reversal of interest and penalties on excise tax liability. The company's balance sheet shows total assets of $1.4 million against total liabilities of $18.0 million, resulting in a substantial stockholders' deficit of $17.0 million. Cash flow from operations was negative $838K, while investing activities provided $3.5 million mainly from Trust Account withdrawals. The company's financial position reflects the challenges of a special purpose acquisition company (SPAC) in the post-redemption phase, with significant liabilities including a $9.0 million deferred underwriting fee payable and $3.5 million in excise tax payable.
Athena Technology Acquisition Corp. II reported a net loss of $1.3 million for the fiscal year ending December 31, 2025, with no revenue generation as expected for a SPAC in its current stage. The company incurred total operating expenses of $1.9 million, consisting primarily of general and administrative expenses of $1.9 million and franchise tax of $5K. Other income of $615K partially offset operating losses, driven by interest income of $110K from Trust Account investments and a significant $888K reversal of interest and penalties on excise tax liability. The company reported basic and diluted net loss per share of $0.00, with weighted average shares outstanding of 10.1 million Class A common stock shares.
No revenue was generated during the fiscal year, consistent with the company's status as a special purpose acquisition corporation (SPAC) that has not yet completed a business combination. The company's financial activities focused on managing its trust account, addressing redemption activities, and covering administrative expenses while seeking a suitable acquisition target. The document provides no segment breakdown, geographic mix, or revenue growth drivers as the company operates as a single entity without operating business segments.
The company reported negative profitability metrics throughout the income statement, with loss before provision for income taxes of $1.3 million and net loss of $1.3 million after a minimal $4K provision for income taxes. Operating margin cannot be calculated due to zero revenue. The cost structure shows general and administrative expenses as the primary operating cost driver at $1.9 million, with additional finance costs including amortization of debt issuance of $236K and subscription expense of $164K. The reversal of interest and penalties on excise tax liability of $888K represented a significant non-operating benefit that reduced the overall net loss.
Operating activities used $838K in cash, primarily from the net loss of $1.3 million adjusted for various non-cash items including interest income of $110K and expenses paid by related party of $175K. Investing activities provided $3.5 million in cash, mainly from $3.3 million withdrawn from the Trust Account in connection with redemptions. Financing activities used $2.4 million, with $3.3 million in redemptions of Class A common stock partially offset by $500K from promissory notes and $400K from the Polar Subscription Agreement. The balance sheet shows total assets of $1.4 million against total liabilities of $18.0 million, creating a stockholders' deficit of $17.0 million. Current assets of $1.1 million include cash and cash equivalents of $348K and prepaid income taxes of $611K, while current liabilities of $9.1 million include accounts payable and accrued expenses of $5.9M and excise tax payable of $3.5M.
The filing does not provide specific management guidance, strategic priorities, or forward-looking statements regarding future performance. As a SPAC that has experienced significant redemptions, the company faces challenges in completing a business combination within the required timeframe. Risk factors inherent in the SPAC structure include the inability to identify and consummate a suitable business combination, potential liquidation if a merger is not completed, and ongoing administrative expenses that continue to accumulate. The company's ability to continue as a going concern depends on successfully completing a business combination or obtaining additional financing to extend its search period.