Athena Technology Acquisition Corp II-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number:001-41144 ATHENA TECHNOLOGY ACQUISITION CORP. II(Exact Name of Registrant as Specified in Its Charter) (970)925-1572(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ At June 28, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value ofthe Registrant’s Class A common stock outstanding, other than shares held by persons who may be deemed affiliates of the Registrant,was approximately $14,667,826, based on the closing price of the Class A common stock reported on the NYSE American on suchdate. As of March 18, 2025, there were10,145,156shares of Class A common stock, par value $0.0001 per share, outstanding, and0sharesof Class B common stock, $0.0001 par value, outstanding. Auditor Firm id: Auditor Name: WithumSmith+Brown, PC Auditor Location: New York, New York PCAOB ID: 100 Documents Incorporated by Reference:None. Table of Contents PageCautionary Note Regarding Forward-Looking StatementsiiPART I1Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments50Item 1C.Cybersecurity50Item 2.Properties50Item 3.Legal Proceedings50Item 4.Mine Safety Disclosures50PART II51Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities51Item 6.[Reserved]51Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data61Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure61Item 9A.Controls and Procedures61Item 9B.Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62PART III63Item 10.Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation70Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters71Item 13.Certain Relatio