Athena Technology Acquisition Corp II-A 2025年季度报告

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), 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 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,” “smaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☒No☐ As of December 31, 2025, there were 9,859,887 shares of Class A common stock, par value $0.0001 per share, and 0 shares ofClass B common stock, par value $0.0001 per share, outstanding. PART 1 – FINANCIAL INFORMATION Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30,2025 and 20242 ATHENA TECHNOLOGY ACQUISITION CORP. IINOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Athena Technology Acquisition Corp. II (“Athena” or the “Company”) was incorporated in Delaware on May 20, 2021. The Companyis a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. TheCompany is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early As of September 30, 2025, the Company had not commenced any operations. All activity through September 30, 2025, relates to theCompany’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for aprospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Companyconsummated the IPO of 25,000,000 units (“Units”). Each Unit consists of one share of Class A common stock (the “Public Shares”)and one-half of one redeemable warrant (each, a “Public Warrant”), with each warrant entitling the holder thereof to purchase one Simultaneously with the closing of the IPO, the Company consummated the sale (“Private Placement”) of 950,000 private placementunits (“Private Placement Units”) to the Company’s sponsor, Athena Technology Sponsor II, LLC (the “Sponsor”). Each PrivatePlacement Unit consists of one share of Class A common stock (“Placement Shares”) and one-half of one redeemable warrant (each, a“Private Placement Warrant”). Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a Subsequent to the closing of the IPO, on December 28, 2021, the Company consummated the closing of the sale of 375,000 additionalunits (“Over-allotment Units”) upon receiving notice of the underwriters’ election to partially exercise their over-allotment option,generatingadditional gross proceeds of$3,750,000.Simultaneously with the exercise of the over-allotment,the Company Offering costs for the IPO and over-allotment amounted to $14,420,146, consisting of $5,000,000 of underwriting fees, $8,956,250 ofdeferred underwriting fees payable (which are held in the Trust Account (defined below)) and $463,896 of other costs. As described inNote 6, the $8,956,250 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination byJune 14, 2026, subject to the terms of the underwriting agreement. On January 28, 2025, Citigroup Global Markets Inc. (“Citigroup”),as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,956,250 in full, pursuant Following the closing of the IPO, $252,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and thePrivate Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within themeaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with amaturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the The Company