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Athena Technology Acquisition II(ATEK) - 2023 Q3 - Quarterly Report
ATEKAthena Technology Acquisition II(ATEK)2023-11-19 16:00

Business Combination Agreement - Athena Technology Acquisition Corp. II entered into a Business Combination Agreement on April 19, 2023, with a total consideration of 300,000,000plusnetequityinvestmentsaftertheagreementdate[130][131].−EachAWVshareholderwillreceiveoneHoldingsordinaryshareforeachAWVshareheldpriortotheShareAcquisition,andeachAthenashareholderwillreceiveoneHoldingsordinaryshareforeachAthenacommonstockheldpriortotheMerger[131].−TheBusinessCombinationAgreementallowsforaPIPEinvestmentofatleast300,000,000 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,withoperatingexpensesof548,195, with operating expenses of 703,925 and interest income of 304,776[148].−FortheninemonthsendedSeptember30,2023,theCompanyachievedanetincomeof304,776[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,offsetbyoperatingexpensesof5,691,539, 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in the Trust Account amounted to 9,389,013,withtotalamountswithdrawnfortaxobligationsat9,389,013, with total amounts withdrawn for tax obligations at 922,114[155]. - The Company had investments in the Trust Account totaling 25,389,479asofSeptember30,2023,whichareintendedtobeusedforthebusinesscombination[159].−TheCompanyincurredofferingcostsof25,389,479 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 5,000,000inunderwritingfees[153].−TheCompanyhasaworkingcapitaldeficitof5,000,000 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 807,735fortheninemonthsendedSeptember30,2023[160][158].GoingConcernandFinancialPosition−TheCompanyfacessubstantialdoubtaboutitsabilitytocontinueasagoingconcern,withamandatoryliquidationdateofDecember14,2023,unlessabusinesscombinationiscompleted[162].−TheCompanyhasnolong−termdebtoroff−balancesheetarrangementsasofSeptember30,2023,andhasamonthlyfeeobligationof807,735 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 30,000,000priortotheOutsideDate[139].−TheCompanyhasextendedtheperiodtoconsummateitsinitialBusinessCombinationmultipletimes,withdepositsof30,000,000 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].