Business Combination - The Company entered into a Business Combination Agreement on April 19, 2023, with a total consideration of 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 1,339,504, consisting of 3,528,434 in operating expenses, 820,571 in income tax expenses [341]. - The Company raised gross proceeds of 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 2.4 million from the Trust Account for tax purposes, with an excess of approximately 896,106 in cash used in operating activities for the year ended December 31, 2023, while net cash provided by investing activities was 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 0 [351]. - The company has 0 in 2022 [352]. - Deferred underwriting commissions of 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 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plan includes requiring the audit committee's approval for any withdrawals from the Trust Account and ensuring withdrawn funds are placed in a restricted account for tax payments [376].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].
Athena Technology Acquisition II(ATEK) - 2023 Q4 - Annual Report