Form 8-K

8-K — Athena Technology Acquisition Corp. II

Accession: 0001213900-26-068262

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0001882198

SIC: 4955 (HAZARDOUS WASTE MANAGEMENT)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0294477-8k_athena2.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED (ea029447701ex3-1.htm)

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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):

June 11, 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 ☒

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 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

As approved by the stockholders of Athena Technology

Acquisition Corp. II, a Delaware corporation (the “Company”), at its special meeting of stockholders held on June 11, 2026

(the “Extension Special Meeting”), the Company filed an amendment to its Amended and Restated Certificate of Incorporation,

as amended (the “Charter”), with the Secretary of State of the State of Delaware (the “Amendment”). The Amendment

extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional

one month each time for a total of up to nine months from June 14, 2026 to March 14, 2027 provided that Athena Technology Sponsor II,

LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company’s

initial public offering of units of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and warrants

to purchase shares of Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock issued and outstanding

that is subject to redemption and that has not been redeemed in accordance with the terms of the Charter upon the election of each such

one-month extension unless the closing of the Company’s initial business combination shall have occurred.

The foregoing description of the Amendment is

qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein

by reference.

Item 5.07 Submission of Matters to a Vote of

Security Holders.

On June 11, 2026, the Company held the Extension

Special Meeting virtually via live webcast. As of the close of business on May 7, 2026, the record date for the Extension Special Meeting,

there were 9,859,887 shares of Class A Common Stock outstanding, each of which was entitled to one vote per share with respect to the

proposals brought before the Extension Special Meeting. A total of 9,835,330 shares of Class A Common Stock, representing 99.75% of the

outstanding shares of Class A Common Stock entitled to vote at the Extension Special Meeting, were present in person or by proxy, constituting

a quorum. The following are the voting results for the proposals considered and voted upon at the Extension Special Meeting, each of which

is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22,

2026.

Proposal 1 — Approval to amend the Charter

to extend the date by which the Company must consummate a business combination from June 14, 2026 to up to March 14, 2027, subject to

certain requirements.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,330

Based on the foregoing votes, the stockholders

approved the Amendment to the Charter.

Stockholders holding 11,313 shares of Class A

Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the trust account. As a result, $138,565.10

(approximately $12.25 per share) will be withdrawn from the trust account to pay such redeeming holders.

Item 8.01. Other Events.

On June 12, 2026, the Company caused to be deposited

$271.48 into the trust account allowing the Company to extend the period of time it has to consummate its initial business combination

by one month from June 14, 2026 to July 14, 2026 (the “Monthly Extension”). The Monthly Extension is the first of up to nine

potential monthly extensions permitted under the Company’s Charter, as amended by the Amendment described under Item 5.03 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibits

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended.

104

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

SIGNATURE

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.

Dated: June 12, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED

EX-3.1

Filename: ea029447701ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ATHENA TECHNOLOGY ACQUISITION CORP. II, AS AMENDED

Athena Technology Acquisition Corp. II

(the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue

of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

1. The name of the Corporation is Athena Technology

Acquisition Corp. II.

2. The Corporation’s original Certificate

of Incorporation was filed with the Secretary of State of the State of Delaware on May 20, 2021. The Corporation’s Amended

and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 14, 2021. The

Corporation’s Amended and Restated Certificate of Incorporation was further amended on June 13, 2023, June 20, 2023, March 12, 2024,

December 10, 2024 and September 10, 2025 (as so amended, the “Amended and Restated Certificate of Incorporation”).

3. This sixth amendment to the Amended and Restated

Certificate of Incorporation (the “Amendment”) amends the Amended and Restated Certificate of Incorporation.

4. This Amendment was duly adopted by the affirmative

vote of the holders of at least 65% of the outstanding shares of common stock of the Corporation at a meeting of stockholders of the Corporation

in accordance with ARTICLE IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of

the DGCL.

5. The text of Section 9.1(b) of Article IX

of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“(b) Immediately after the Offering,

a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the

underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially

filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2021, as amended

(the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),

established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration

Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the

funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust

Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of

the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 63 months

from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including

filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open)

(the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend such

provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part

of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the

Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of

the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.”

6. All other provisions of the Amended and Restated

Certificate of Incorporation shall remain in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF, the Corporation has caused

this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 11th day of June, 2026.

/s/ Isabelle Freidheim

Isabelle Freidheim

Chief Executive Officer

[Signature Page to Certificate of Amendment]

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