Research Reports

Summary

Athena Technology Acquisition Corp. II entered into the First Amendment to Business Combination Agreement with Athena Technology Sponsor II, LLC and Ace Green Recycling, Inc. on March 19, 2026, amending the original agreement dated December 4, 2024, to add earnout provisions up to 25,500,000 shares, permit certain financings, update post-closing board composition to six members with five nominated by Ace Green, amend expense caps, and extend the Outside Date to April 30, 2026.

Key takeaways

Entered First Amendment to BCA on March 19, 2026, amending December 4, 2024 agreement.
Added earnout of up to 25,500,000 SPAC Shares for Eligible Company Equityholders on Triggering Events I-VIII including stock prices $15-$25, $75M revenue in first full FY post-closing, $50M aggregate EBITDA over five FYs.
Sponsor entitled to vest up to 1,500,000 Sponsor Earnout Shares on Triggering Events I-III.
Extended Outside Date to April 30, 2026.
Post-closing SPAC Board: six members with five nominated by Ace Green and one by Athena.
Permits capital raising (Permitted Transactions) exempt from Alternative Transaction prohibitions.