Business Combination and Agreements - The Company entered into a business combination agreement with Ace Green Recycling, with the expectation of issuing up to 10,500,000 shares of common stock as Earnout Shares[271]. - The Company has entered into various voting and support agreements with shareholders to facilitate the business combination[272][273]. - The Company has extended the deadline for its initial business combination to September 14, 2025, with a deposit of $25,000 into the Trust Account[279]. - The Company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of success in completing the business combination[269]. - The Company faces substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by September 14, 2025[324]. Financial Performance and Position - For the year ended December 31, 2024, the company reported a net loss of $2,648,946, consisting of operating expenses of $3,402,952 and finance costs of $78,039, offset by interest income of $850,641 from investments held in the Trust Account[297]. - The company had cash used in operating activities of $2,944,606 for the year ended December 31, 2024, with net cash provided by investing activities amounting to $21,571,727[305]. - As of December 31, 2024, the accumulated interest income earned on investments held in the Trust Account amounted to $21,929,730[303]. - The Company has a working capital deficit of $9,284,859 as of December 31, 2024, indicating liquidity challenges[315]. - Total borrowings under the Working Capital Loans structure increased from $360,060 in 2023 to $1,155,205 in 2024, reflecting a significant rise in funding needs[322]. Compliance and Regulatory Issues - The Company received notices of noncompliance from NYSE American for failing to timely file required reports, leading to potential delisting proceedings[285]. - The Company has not obtained commitments for additional funding to meet tax and operational obligations as of the report date[314]. - The Company is subject to a potential 10% annual interest and a 0.5% monthly penalty on unpaid excise tax liabilities, which remain outstanding[311]. Capital Structure and Funding - The company completed its initial public offering on December 14, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units[298]. - The company issued unsecured promissory notes totaling $2,822,182 to various executives and the Sponsor, with terms including interest rates of 6% per annum for some notes[290][291][292][293]. - The Company issued unsecured promissory notes totaling $600,000 and $200,000 to its CEO and President, respectively, both accruing interest at 6% per annum[317][318]. - An additional $1,500,000 unsecured promissory note was issued to the Sponsor for working capital purposes, with $800,000 drawn down as of April 10, 2024[320]. - The Company has entered into a Subscription Agreement with Polar for an additional $500,000 to fund working capital and extensions for business combination deadlines[321]. Accounting and Reporting Standards - The Company accounts for public and private placement warrants as equity-classified instruments based on specific terms and applicable guidance, qualifying for equity accounting treatment[336]. - The FASB issued ASU 2023-09, effective for fiscal years beginning after December 15, 2024, which requires expanded disclosures of income taxes paid, but management does not expect a material impact on financial statements[337]. - ASU 2023-07 requires annual and interim disclosures of significant segment expenses and is effective for fiscal years beginning after December 15, 2023, with early adoption permitted[338]. - Management believes that no other recently issued accounting standards will have a material effect on the consolidated financial statements[339]. - As a "smaller reporting company," the Company is not required to provide quantitative and qualitative disclosures about market risk[341]. Operational Costs and Expenses - The Company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[296]. - The company incurred offering costs for its initial public offering amounting to $14,420,146, including $5,000,000 in underwriting fees[301]. - The company recorded an aggregate excise tax payable of $3,501,166 as of December 31, 2024, including interest and penalties[309]. - The Company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to the Sponsor for office space and administrative services[327].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41144 ATHENA TECHNOLOGY ACQUISITION CORP. II (Exact name of registrant as specified in its charter) | --- | --- | |-------------------- ...

Financial Performance - The Company reported a net loss of $601,527 for the three months ended March 31, 2024, compared to a net income of $1,706,425 for the same period in 2023[152]. - For the three months ended March 31, 2024, cash used in operating activities was $238,842, with a net loss of $601,527[162]. - Cash used in operating activities for the three months ended March 31, 2023, was $457,070, with a net income of $1,706,425[163]. - The Company has a working capital deficit of $6,541,331 as of March 31, 2024[171]. Revenue and Income - Interest income on investments held in the Trust Account was $318,866 for Q1 2024, down from $2,758,485 in Q1 2023[152]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[151]. - As of March 31, 2024, the accumulated interest income earned on investments held in the Trust Account amounted to $10,025,924[159]. - The Company had investments held in the Trust Account of $14,420,375, with approximately $1,071,658 representing interest income available for tax obligations[169]. Initial Public Offering - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit[154]. - The Company incurred offering costs of $14,420,146 for its initial public offering, including $5 million in underwriting fees[157]. Business Combination and Extensions - The Company has extended the deadline for its initial business combination to December 14, 2024, with the possibility of further monthly extensions[139]. - The Company deposited a total of $180,289 into the Trust Account to extend the period for consummating its initial business combination[142]. - The Sponsor has deposited an aggregate of $25,756 into the Trust Account to cover the first of nine potential monthly extensions for business combination[172]. - The Company intends to use substantially all funds held in the Trust Account to complete its business combination[169]. Compliance and Regulatory Matters - The Company received a notice of noncompliance from NYSE Regulation regarding timely filing criteria, but believes it has cured the issue by filing necessary reports[144]. Tax Liabilities - The Company paid $720,192 for 2022 income tax liabilities on April 3, 2024, and $820,571 for 2023 income tax liabilities on May 16, 2024[161]. - The Company recorded an excise tax payable of $2,497,846 as of March 31, 2024, related to redemptions[165]. Warrant Classification - The Company accounts for warrants as either equity-classified or liability-classified instruments based on specific terms and authoritative guidance[186]. - The assessment for warrant classification is conducted at the time of issuance and at each subsequent quarterly period end date[186]. - Public warrants and private placement warrants qualify for equity accounting treatment as determined by the Company[186].

Business Combination - The Company entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date, divided by $10.00 per share [314][315]. - The Business Combination involves the acquisition of Air Water Ventures Ltd, with each AWV shareholder receiving one Holdings ordinary share for each AWV share held [315]. - The Company extended the SPAC Termination Notice Date multiple times, with the final extension to September 25, 2023, to secure a PIPE investment of at least $30,000,000 [322][323][324]. - A special meeting on June 13, 2023, approved extending the deadline for the initial business combination to March 14, 2024, with 23,176,961 shares of Class A common stock redeemed [328]. - The Sponsor Support Agreement was established to support the Business Combination, including waiving anti-dilution rights and redemption rights [316]. - Lock-Up Agreements were put in place, restricting AWV shareholders from transferring 75% of their shares for six months post-closing [317]. - A New Registration Rights Agreement will be executed at closing, requiring Holdings to file a shelf registration statement within 30 days [319]. - The Business Combination Agreement was terminated on December 13, 2023, with the Company planning to identify another target for a business combination [326]. - The Company intends to complete its initial Business Combination before the mandatory liquidation date of December 14, 2024, but there is no assurance it will succeed [353]. Financial Performance - As of December 31, 2023, the Company had a net income of $1,339,504, consisting of $6,009,585 in interest income, offset by $3,528,434 in operating expenses, $179,819 in finance costs, and $820,571 in income tax expenses [341]. - The Company raised gross proceeds of $250 million from its initial public offering by selling 25 million units at $10.00 per unit, with each unit consisting of one share of Class A common stock and one-half of a redeemable warrant [342]. - As of December 31, 2023, the Trust Account held investments totaling $24,387,525, which the Company intends to use for its business combination [349]. - The Company withdrew $2.4 million from the Trust Account for tax purposes, with an excess of approximately $328,000 returned to the Trust Account [337]. - The Company incurred $896,106 in cash used in operating activities for the year ended December 31, 2023, while net cash provided by investing activities was $241,607,033 [348]. - The Company redeemed 910,258 shares of Class A common stock in connection with the Second Extension Special Meeting, resulting in a withdrawal of $10,179,663 from the Trust Account [346]. - The Company has not obtained commitments for additional funding to cover potential tax liabilities and operational costs prior to closing a business combination [350]. - As of December 31, 2023, the company had a working capital deficit of $5,625,494 and operating cash of $0 [351]. - The company has $360,060 in outstanding Working Capital Loans as of December 31, 2023, compared to $0 in 2022 [352]. - Deferred underwriting commissions of $8,956,250 remain outstanding, contingent upon a successful Business Combination with AWV [356]. Internal Control and Compliance - The company has not maintained effective internal control over financial reporting as of December 31, 2023, due to identified material weaknesses [366]. - The company misallocated $240,528 of Restricted Funds for operating expenses, which was later replenished by an intercompany loan from the Sponsor [373]. - The company will restate its previously issued unaudited condensed financial statements for the three months ended September 30, 2023, due to the incorrect recording of approximately $1.5 million withdrawn from the Trust Account [375]. - The restatement involved reclassifying $1.5 million from Investments held in Trust Account to restricted cash as of September 30, 2023 [375]. - Management is implementing a remediation plan to address identified material weaknesses in internal control over financial reporting, including enhanced controls and improved internal communications [376]. - The remediation plan includes requiring the audit committee's approval for any withdrawals from the Trust Account and ensuring withdrawn funds are placed in a restricted account for tax payments [376]. - As of December 31, 2023, the company continues to implement its remediation plan but cannot assure that these initiatives will have the intended effects [377]. - There were no changes in internal control over financial reporting during the fiscal quarter ended December 31, 2023, that materially affected the company's internal control [378]. - The company is committed to continuous improvement of its internal control over financial reporting and will diligently review these controls [377]. Management and Governance - The Chief Financial Officer, Jennifer Calabrese, has been with the company since July 2024 and previously provided accounting and financial reporting services since September 2022 [386]. - Kirthiga Reddy, the President, has over twenty years of experience in technology-driven transformations and previously held executive roles at Facebook [387]. - Judith Rodin, a director since August 2021, has extensive experience in higher education and philanthropy, having served as President of The Rockefeller Foundation [388]. - The board of directors consists of five members with staggered three-year terms, with Class I expiring in 2026, Class II in 2024, and Class III in 2025 [393]. - The audit committee is composed of independent directors, with Sharon Brown-Hruska as chair and Trier Bryant as a member, ensuring compliance with NYSE standards [396]. - The audit committee's responsibilities include overseeing the integrity of financial statements and compliance with legal requirements, as well as reviewing the performance of the independent registered public accounting firm [397]. - The compensation committee, chaired by Judith Rodin, is responsible for approving the CEO's compensation and reviewing executive compensation policies [400]. - The company has a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees, which is available on its website [409]. - Officers and directors are required to present business opportunities to the corporation if they are within its line of business and financially feasible [410]. - The company has entered into agreements for indemnification of officers and directors, in addition to protections provided by Delaware law [418]. - The company has purchased directors' and officers' liability insurance to cover costs related to defense, settlement, or judgment payments [419]. - The compensation committee may retain independent advisers and is responsible for ensuring their independence [404]. - The nominating and corporate governance committee assists in identifying and recommending candidates for the board of directors [405]. Legal and Risk Factors - Provisions may discourage stockholders from suing directors for breach of fiduciary duty [420]. - These provisions may reduce the likelihood of derivative litigation against officers and directors [420]. - Stockholder investments may be adversely affected by costs of settlement and damage awards paid by the company [420]. - Directors' and officers' liability insurance and indemnity agreements are deemed necessary to attract and retain talent [420].

Business Combination Agreement - Athena Technology Acquisition Corp. II entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date[130][131]. - Each AWV shareholder will receive one Holdings ordinary share for each AWV share held prior to the Share Acquisition, and each Athena shareholder will receive one Holdings ordinary share for each Athena common stock held prior to the Merger[131]. - The Business Combination Agreement allows for a PIPE investment of at least $30,000,000, with multiple amendments extending the termination notice date to September 25, 2023[138][140]. - The Business Combination includes a recapitalization of AWV shares based on an Exchange Ratio defined in the agreement[130]. - The AWV Shareholders and management will be subject to a lock-up agreement restricting the transfer of 75% of their shares for six months post-closing[133]. Financial Performance - For the three months ended September 30, 2023, the Company reported a net loss of $548,195, with operating expenses of $703,925 and interest income of $304,776[148]. - For the nine months ended September 30, 2023, the Company achieved a net income of $1,257,443, primarily from interest income of $5,691,539, offset by operating expenses of $3,177,661[148]. - As of September 30, 2023, the accumulated interest income earned on investments held in the Trust Account amounted to $9,389,013, with total amounts withdrawn for tax obligations at $922,114[155]. - The Company had investments in the Trust Account totaling $25,389,479 as of September 30, 2023, which are intended to be used for the business combination[159]. - The Company incurred offering costs of $14,420,146 during its initial public offering, including $5,000,000 in underwriting fees[153]. - The Company has a working capital deficit of $4,313,460 as of September 30, 2023, with cash used in operating activities amounting to $807,735 for the nine months ended September 30, 2023[160][158]. Going Concern and Financial Position - The Company faces substantial doubt about its ability to continue as a going concern, with a mandatory liquidation date of December 14, 2023, unless a business combination is completed[162]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2023, and has a monthly fee obligation of $10,000 to its Sponsor for administrative services[165][164]. Regulatory and Reporting Considerations - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[168]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for up to five years post-IPO[170]. - The company has identified critical accounting policies that may lead to material differences in reported financial results due to management estimates and assumptions[171]. - Common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events outside the company's control[172]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, with no warrants exercised as of September 30, 2023[173]. - The company accounts for warrants based on specific terms, determining whether they are classified as equity or liabilities, with public and private placement warrants qualifying for equity treatment[175]. - As a smaller reporting company, the company is not required to provide detailed market risk disclosures[176]. Acquisition Plans and Marketing Efforts - The Company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of the Business Combination[129]. - The Company has conducted good faith marketing efforts for PIPE investments, with a focus on securing at least $30,000,000 prior to the Outside Date[139]. - The Company has extended the period to consummate its initial Business Combination multiple times, with deposits of $60,000 made on June 14, July 7, August 8, September 7, October 6, and November 7, 2023, allowing extensions up to a total of six months[144][145][146].

Business Combination Agreement - Athena Technology Acquisition Corp. II entered into a Business Combination Agreement on April 19, 2023, with a total consideration of $300,000,000 plus net equity investments after the agreement date [123][125]. - The Business Combination Agreement allows for a PIPE investment of at least $30,000,000, with marketing efforts to potential investors required before termination [132][133]. - The Company extended the date to consummate its initial business combination from June 14, 2023, to March 14, 2024, allowing for up to nine monthly extensions [136]. - The company intends to complete its initial business combination before the mandatory liquidation date of September 14, 2023, but there is no assurance it will succeed [154]. Financial Performance - As of June 30, 2023, the company reported a net income of $99,213 for the three months ended June 30, 2023, driven by interest income of $2,628,259, offset by operating expenses of $1,978,653 and income tax expenses of $550,393 [140]. - For the six months ended June 30, 2023, the company achieved a net income of $1,805,638, with interest income totaling $5,386,763, while incurring operating expenses of $2,473,736 and income tax expenses of $1,107,389 [140]. - The company has accumulated interest income of $9,084,222 from investments held in the Trust Account as of June 30, 2023 [147]. Trust Account and Investments - As of June 30, 2023, the company had investments in the Trust Account amounting to $23,076,813, which will be used to complete its business combination [151]. - A total of $60,000 was deposited into the Trust Account on July 7, 2023, and again on August 8, 2023, to facilitate monthly extensions of the business combination deadline [137]. Initial Public Offering - The company completed its initial public offering on December 14, 2021, raising gross proceeds of $250,000,000 from the sale of 25,000,000 units at $10.00 per unit [143]. - The company incurred offering costs of $14,420,146 related to its initial public offering, including $5,000,000 in underwriting fees [145]. Financial Position - The company has a working capital deficit of $2,020,233 as of June 30, 2023, with cash of $184 and restricted cash of $2,393,297 [152]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023 [156]. - The company has a deferred underwriting fee of $8,956,250, which will only be payable upon the successful completion of a business combination [158]. Share Structure and Accounting - Common stock subject to possible redemption is classified as temporary equity due to certain redemption rights considered outside of the company's control [164]. - The company has two classes of shares: Class A and Class B, with earnings and losses shared pro rata between them [165]. - As of June 30, 2023, no Public Warrants or Private Placement Warrants have been exercised, resulting in diluted net income (loss) per common stock being the same as basic net income (loss) per common stock [165]. - The company accounts for warrants based on specific terms, determining whether they are classified as equity or liability instruments [167]. - Public and private placement warrants qualify for equity accounting treatment as per the company's assessment [167]. - The company is classified as a "smaller reporting company" and is not required to provide certain market risk disclosures [168].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,706,425, driven by interest income of $2,758,504, offset by operating expenses of $495,083 and income tax expenses of $556,996[117]. - The company has no operating revenues to date and does not expect to generate any until after completing its initial business combination[116]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common stock outstanding, with no Public or Private Placement Warrants exercised as of March 31, 2023[138]. Investments and Financing - The company had investments held in the Trust Account amounting to $262,396,797 as of March 31, 2023, which are intended to be used for completing a business combination[124]. - The initial public offering generated gross proceeds of $250,000,000 from the sale of 25,000,000 units, with each unit priced at $10.00[119]. - The company incurred offering costs of $14,420,146 for its initial public offering, which included $5,000,000 in underwriting fees[121]. - The company may need to obtain additional financing to complete its business combination or if a significant number of public shares are redeemed[128]. Business Combination and Future Plans - The company intends to hold a special meeting on June 12, 2023, to vote on extending the deadline for completing its initial business combination from June 14, 2023, to January 14, 2024[115]. - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with searching for a business combination[116]. Company Structure and Compliance - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[130]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[133]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[135]. - Common stock subject to possible redemption is classified as temporary equity, affecting the presentation on the balance sheet[137]. - The company accounts for warrants based on specific terms, determining whether they are equity or liability classified instruments[140].

Compensation and Governance - The compensation committee is responsible for reviewing and approving the CEO's compensation based on annual corporate goals and objectives [339]. - The compensation committee may retain independent advisers and is responsible for their appointment and oversight [341]. - The company has agreed to pay its Sponsor $10,000 per month for up to 18 months for office space and administrative support [340]. Director Nomination and Qualifications - The nominating and corporate governance committee assists the board in identifying and recommending candidates for director nominations [342]. - The company has not established specific minimum qualifications for director candidates but considers various factors such as integrity and professional reputation [344]. Business Conduct and Ethics - The Code of Business Conduct and Ethics applies to all directors, officers, and employees, and amendments will be disclosed on the company's website [345]. - Officers and directors are required to present business opportunities to the corporation if they are within its line of business and financially feasible [346]. Business Combinations and Valuation - The company will obtain an independent valuation opinion if pursuing a business combination with an affiliated entity [350]. Indemnification and Insurance - The Amended and Restated Certificate of Incorporation provides indemnification for officers and directors to the fullest extent allowed by Delaware law [353]. - The company has purchased directors' and officers' liability insurance to cover defense costs and indemnification obligations [354].

Financial Performance - As of September 30, 2022, the company reported a net income of $580,455, driven by interest income of $1,156,843 from investments in the Trust Account, after accounting for operating expenses of $343,952 and income tax expenses of $232,436[110]. - For the nine months ended September 30, 2022, the company achieved a net income of $219,201, with total interest income of $1,528,774, offset by operating expenses of $1,034,137 and income tax expenses of $275,436[110]. IPO and Fundraising - The company completed its IPO on December 14, 2021, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit[113]. - An additional $3,750,000 was raised from the partial exercise of the underwriter's over-allotment option, bringing total gross proceeds to $256,287,500, which was placed in a Trust Account[114][115]. Cash and Working Capital - As of September 30, 2022, the company had $516,408 in cash available for working capital purposes, with $1,010,056 used in operating activities during the nine months[116]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2022, and does not anticipate needing to raise additional funds for operating expenditures[121][119]. Business Combination - The company is assessing the feasibility of completing a Business Combination before the mandatory liquidation date of June 14, 2023, but there is no assurance that this will be achieved[120]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may utilize remaining proceeds for working capital and growth strategies[116]. Warrants and Obligations - The company has issued 13,164,375 Public and Private Placement Warrants, which are contingently exercisable and excluded from diluted earnings per share calculations as of September 30, 2022[128]. - The company has no obligations related to off-balance sheet financing arrangements or special purpose entities[121].