Athena Technology Acquisition II(ATEK) - 2023 Q2 - Quarterly Report

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].