8-K 1 ea153370-8k_athenatech2.htm CURRENT REPORT

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 4, 2022 (December 28, 2021)

 

Athena Technology Acquisition Corp. II

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41144   87-2447308
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

442 5th Avenue
New York, NY
  10018
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (970) 925-1572

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant   ATEK.U   New York Stock Exchange
         
Shares of Class A common stock, par value $0.0001 per share, included as part of the units   ATEK   New York Stock Exchange
         
Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share   ATEK WS   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.02. Unregistered Sales of Equity Securities

 

The information included in Item 8.01 is incorporated into this Item by reference.

 

Item 8.01. Other Events.

 

As previously disclosed on a Current Report on Form 8-K, Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 25,000,000 units (the “Units”), on December 14, 2021. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000.

 

Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 950,000 units (the “Private Placement Units”). The Private Placement Units were sold to Athena Technology Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $9,500,000.

 

The closing of the issuance and sale of 375,000 additional Units (the “Over-Allotment Option Units”) occurred on December 28, 2021 at a price of $10.00 per Over-allotment Option Unit, resulting in total gross proceeds of $3,750,000 to the Company.

 

Simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 3,750 Private Placement Units (the “Additional Private Placement Units”) at a price of $10.00 per Additional Private Placement Unit to the Sponsor, generating gross proceeds of $37,500. The Additional Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

  

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On December 28, 2021, an additional $3,750,000, comprised of the proceeds of the sale of the Over-Allotment Option Units and an additional $37,500 comprised of the proceeds of the sale of the Additional Private Placement Units, was added to the Company’s U.S.-based trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 

As of December 28, 2021, the balance of the Trust Account was $256,287,500. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (less up to $100,000 of interest that may be needed to pay dissolution expenses, if any), the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of 100% of the Company’s public shares if the Company has not completed an initial business combination within 18 months from the closing of the IPO, subject to applicable law.

 

An audited balance sheet as of December 28, 2021, reflecting receipt of the proceeds upon the sale of the Over-Allotment Option Units and Additional Private Placement Units of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Audited Balance Sheet as of December 28, 2021.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ATHENA TECHNOLOGY ACQUISITION CORP. II
     
  By: /s/ Isabelle Freidheim
    Name: Isabelle Freidheim
    Title: Chief Executive Officer

 

Dated: January 4, 2022

 

 

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