Form 8-K

8-K — Athena Technology Acquisition Corp. II

Accession: 0001213900-26-099259

Filed: 2026-09-11

Period: 2026-09-10

CIK: 0001882198

SIC: 4955 (HAZARDOUS WASTE MANAGEMENT)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Documents

8-K — ea0305259-8k_athena2.htm (Primary)

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8-K — CURRENT REPORT

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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 10, 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 5.07 Submission

of Matters to a Vote of Security Holders.

On September 11, 2026,

Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”) held a special meeting of stockholders virtually

via live webcast (the “Special Meeting”). As of the close of business on August 7, 2026, the record date for the Special

Meeting, there were 9,848,574 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 Special Meeting. A total of 9,835,040 shares of Class A Common Stock, representing 99.86% of the outstanding

shares of Class A Common Stock entitled to vote at the 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 Special Meeting, each of which is more fully described

in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on August 12, 2026.

Proposal

1 — Approval and adoption of the Business Combination Agreement, dated as of December 4, 2024, by and among the Company,

Athena Technology Sponsor II, LLC, Ace Green Recycling Inc. (“Ace Green”), and Project Atlas Merger Sub Inc. (“Merger

Sub”), as amended pursuant to the First Amendment thereto dated as of March 19, 2026 and the Second Amendment thereto dated as of

April 18, 2026 (as may be amended and/or amended and restated, the “Merger Agreement”), pursuant to which Merger Sub will

merge with and into Ace Green (the “Merger”), with Ace Green surviving the Merger as a wholly owned subsidiary of Athena,

and approve the Merger and the other transactions contemplated by the Merger Agreement (the “Business Combination” and such

proposal, the “Business Combination Proposal”) .

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,040

Based on the foregoing

votes, the stockholders approved the Business Combination Proposal.

Proposal

2 — Approval and adoption of the proposed Amended and Restated Certificate of Incorporation (the “Proposed Charter”)

of the post-Business Combination company (the “New Ace Green”), which, if approved, would take effect substantially concurrently

with the effective time of the Business Combination (the “ Charter Proposal”).

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,030

Based on the foregoing

votes, the stockholders approved the Charter Proposal.

Proposal

3 — Approval, on a non-binding advisory basis, certain governance provisions in the Proposed Charter that the board

of directors of Athena believes are necessary to adequately address the needs of New Ace Green immediately following the consummation

of the Business Combination (the “Advisory Charter Proposals”), as follows.

Proposal

3A — Approval to amend the charter to increase the authorized number of shares of New Ace Green to 115,000,000, with

such authorized shares consisting of (A) 110,000,000 shares of common stock, par value $0.0001 per share, and (B) 5,000,000 shares

of preferred stock, par value $0.0001 per share.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,030

Proposal

3B — Approval to amend the charter to eliminate certain charter provisions related to Athena’s status as a blank

check company, including changing Athena’s name from “Athena Technology Acquisition Corp. II” to “Ace Green

Recycling, Inc.” and to remove the requirement to dissolve New Ace Green and instead allow it to continue as a corporate entity

with perpetual existence following consummation of the Business Combination.

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,030

Based on the foregoing

votes, the stockholders approved the Advisory Charter Proposals.

Proposal

4 — Election, effective at the closing of the Business Combination, of each of the following six directors to serve

on the New Ace Green Board of Directors for a term ending at either the first, second, or third annual meeting of stockholders following

the Business Combination, and until their respective successors are duly elected and qualified:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Richard Goldberg

9,835,040

Jeanine Wright

9,835,040

Otto C. Schwethelm

9,835,040

Carolyn Trabuco

9,835,040

Nishchay Chadha

9,835,040

Vipin Tyagi

9,835,040

Based on the foregoing votes, each of Richard

Goldberg, Jeanine Wright, Otto C. Schwethelm, Carolyn Trabuco, Nishchay Chadha, and Vipin Tyagi were elected to serve on the New Ace Green

Board of Directors following the Business Combination.

Proposal

5 — Approval and adoption of the New Ace Green 2026 Equity Incentive Plan (the “Equity Incentive Plan Proposal”).

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

9,835,025

Based on the foregoing

votes, the stockholders approved the Equity Incentive Plan Proposal.

Because the Company’s stockholders approved the foregoing proposals,

a vote on the proposal to adjourn the Special Meeting, as described in the proxy statement/prospectus, was not called during the Special

Meeting.

Item 8.01. Other Events.

In connection with the

Special Meeting, holders of 9,029 shares of Class A Common Stock elected to redeem their shares. The redemption of such shares is conditioned

on, and will not occur until, the consummation of the Company's initial business combination. If the business combination is not consummated,

the shares tendered for redemption will not be redeemed and will be returned to the holders thereof.

September 10, 2026, the Company caused to be deposited $271.48 into the Company’s trust account allowing the Company to extend the

period of time it has to consummate its initial business combination by one month from September 14, 2026 to October 14, 2026 (the “Monthly

Extension”). The Monthly Extension is the fourth of up to nine potential monthly extensions permitted under the Company’s

Amended and Restated Certificate of Incorporation, as amended.

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: September 11, 2026

ATHENA TECHNOLOGY ACQUISITION CORP. II

By:

/s/ Isabelle Freidheim

Name:

Isabelle Freidheim

Title:

Chief Executive Officer

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