Form 8-K

8-K — Athena Technology Acquisition Corp. II

Accession: 0001213900-26-104648

Filed: 2026-09-29

Period: 2026-09-24

CIK: 0001882198

SIC: 4955 (HAZARDOUS WASTE MANAGEMENT)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0306930-8k_athena2.htm (Primary)

EX-2.1 — BUSINESS COMBINATION AGREEMENT WAIVER, DATED SEPTEMBER 24, 2026, BETWEEN ATHENA TECHNOLOGY ACQUISITION CORP. II AND ACE GREEN RECYCLING, INC (ea030693001ex2-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0306930-8k_athena2.htm · Sequence: 1

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2026-09-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 24, 2026

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 or organization)

(Commission File Number)

(IRS Employer

Identification No.)

442 5th Avenue

New York, NY 10018

(Address of registrant’s principal executive

offices, including zip code)

(970) 925-1572

(Registrant’s telephone number, including area

code)

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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act: None

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

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 1.01. Entry into

a Material Definitive Agreement.

BCA Waiver

September 24, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), and Ace Green Recycling, Inc.,

a Delaware corporation (“Ace Green”), entered into a waiver (the “BCA Waiver”) to the Business Combination Agreement,

dated as of December 4, 2024, as amended by the First Amendment thereto, dated as of March 19, 2026, and the Second Amendment thereto,

dated as of April 18, 2026 (the “BCA”). Pursuant to the BCA Waiver, Athena and Ace Green agreed to waive certain provisions

of the BCA requiring each of them to cause the SPAC Warrants (as defined in the BCA) to be approved for listing on The Nasdaq Stock Market

LLC (“Nasdaq”). The SPAC Warrants will not satisfy the minimum holder requirements for initial listing under Nasdaq Listing

Rule 5515(a)(4), which requires warrants to have at least 100 round lot holders that are also public holders.

The

foregoing summary of the BCA Waiver is qualified in its entirety by reference to the full text of the BCA Waiver, which is filed as Exhibit

2.1 hereto.

CAUTIONARY

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This

report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as "anticipate,"

"believe," "estimate," "expect," "intend," "may," "plan," "project,"

"will" and similar expressions. These forward-looking statements are based on management's current expectations and involve

known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including,

but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all; (ii) the risk that conditions

to the closing of the business combination may not be satisfied or waived; (iii) the risk that Nasdaq may not list the common stock of

the surviving company following the business combination; and (iv) other risks and uncertainties described in Athena's filings with the

U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form

10-Q and the registration statement on Form S-4.

Forward-looking

statements speak only as of the date of this report. Except as required by law, Athena undertakes no obligation to update or revise any

forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibits

2.1

Business Combination Agreement Waiver, dated September 24, 2026, between Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc.

104

Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 29, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer

EX-2.1 — BUSINESS COMBINATION AGREEMENT WAIVER, DATED SEPTEMBER 24, 2026, BETWEEN ATHENA TECHNOLOGY ACQUISITION CORP. II AND ACE GREEN RECYCLING, INC

EX-2.1

Filename: ea030693001ex2-1.htm · Sequence: 2

Exhibit 2.1

BUSINESS

COMBINATION AGREEMENT WAIVER

This

BUSINESS COMBINATION AGREEMENT WAIVER is made as of September 24, 2026 (this “Waiver”) by Athena Technology

Acquisition Corp. II, a Delaware corporation (“SPAC”), and Ace Green Recycling, Inc., a Delaware corporation

(the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the

BCA (as defined below).

WHEREAS,

SPAC, Athena Technology Sponsor II, LLC, a Delaware limited liability company (solely for purposes of Section 6.25 thereof), Project

Atlas Merger Sub Inc., a Delaware corporation (“Merger Sub”), and the Company entered into that certain Business

Combination Agreement, dated as of December 4, 2024, as amended by First Amendment thereto, dated as of March 19, 2026, and the Second

Amendment thereto, dated as of April 18, 2026 (the “BCA”).

WHEREAS,

pursuant to Section 11.9 of the BCA, each of SPAC (on behalf of itself and Merger Sub) and the Company desire to provide

a waiver as described below.

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound

hereby, each of SPAC and the Company hereby provides the waiver described in Section 1 below:

1. Waiver.

Pursuant to Section 11.9 of the BCA, each of SPAC (on behalf of itself and Merger Sub) and

the Company hereby waives:

(a) The

provision in Section 6.8(c) of the BCA requiring each of SPAC and the Company to use

its commercially reasonable efforts to cause the SPAC Warrants issuable in accordance with

the BCA to be approved for listing on Nasdaq, subject to official notice of issuance, prior

to the Closing Date.

(b) The

condition to the obligations of each Party to consummate the Transactions set forth in Section

8.1(c) of the BCA requiring the SPAC Warrants to have been approved for listing on Nasdaq.

2. Limited

Effect. The BCA shall continue in full force and effect in accordance with its terms.

In particular, for purposes of clarity, the waivers set forth in Section 1 hereof

apply solely to the SPAC Warrants, and the provisions of Sections 6.8(c) and 8.1(c)

of the BCA otherwise remain in full force and effect, including with respect to the listing

of the SPAC Shares. By executing this Waiver, each of SPAC and the Company acknowledges that

this Waiver has been executed and delivered in compliance with Section 11.9 of the

BCA. Reference to this Waiver need not be made in the BCA or any other instrument or document

executed in connection therewith, or in any certificate, letter or communication issued or

made pursuant to, or with respect to, the BCA.

3. Incorporation

by Reference. The provisions of Article XI of the BCA are incorporated herein

by reference, mutatis mutandis, to the extent applicable to this Waiver.

[Signature

Page to Follows]

WITNESS WHEREOF, each of SPAC and the Company has caused this Waiver to be executed as of the date first written above.

SPAC:

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer and Chairperson of the Board of Directors

Company:

ACE GREEN RECYCLING, INC.

By:

/s/ Nishchay Chadha

Name:

Nishchay Chadha

Title:

Chief Executive Officer

[Signature Page to Waiver to Business

Combination Agreement]

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