Athena Technology Acquisition Corp II-A美股招股说明书(2026-08-12版)

Dear Athena Technology Acquisition Corp.II Stockholders: You are cordially invited to attend the special meeting of the stockholders (the “special meeting”) ofAthena Technology Acquisition Corp.II, a Delaware corporation (“Athena”), to be held at 9:00 A.M., EasternTime, on September 11, 2026. The special meeting will be conducted exclusively over the Internet by means ofa live video webcast, which can be accessed by visitingwww.virtualshareholdermeeting.com/ATEK2026SM2.Athena is a Delaware blank check company established for the purpose of effecting a merger, capital stockexchange, asset acquisition, stock purchase, reorganization or similar business combination with one or morebusinesses. On December4, 2024, Athena, Project Atlas Merger Sub Inc., a Delaware corporation and a direct,wholly owned subsidiary of Athena (“Merger Sub”), and Ace Green Recycling Inc. a Delaware corporation(“Ace Green”), entered into a Business Combination Agreement, as amended as of March 19, 2026 and April18, 2026 (as may be amended and/or amended and restated, the “Merger Agreement”), pursuant to whichMerger Sub will merge (the “Merger”) with and into Ace Green, whereupon the separate corporate existence ofMerger Sub will cease and Ace Green will be the surviving company and continue in existence as a whollyowned subsidiary of Athena, on the terms and subject to the conditions set forth therein (collectively with theother transactions described in the Merger Agreement, the “Business Combination”). In connection with theconsummation of the Business Combination, Athena will be renamed “Ace Green Recycling,Inc.” Athena afterthe Business Combination is sometimes referred to in the accompanying proxystatement/prospectus as “NewAce Green.” Athena’s ClassA common stock (the “Athena ClassA Common Stock”), units (the “Athena Units”) andpublic warrants (the “Public Warrants”) are currently traded on OTC Pink under the symbols “ATEK,”“ATEKU,” and “ATEKW,” respectively. At the effective time of the Business Combination (the “EffectiveTime”), (i)each share of Ace Green common stock, par value $0.0001 per share (the “Ace Green CommonStock”), issued and outstanding immediately prior to the Effective Time (but excluding any (x)shares of AceGreen Common Stock held by a holder who is entitled to demand and has properly exercised appraisal rights forsuch shares in accordance with Section262 of the Delaware General Corporation Law and (y)shares of AceGreen Common Stock held by Ace Green as treasury stock) will be cancelled and converted into the right toreceive (1)a pro rata share of any Earnout Shares (as defined below) and (2)a number of shares of AthenaClassA Common Stock (rounded up to the nearest whole share) equal to the quotient of (a)the quotient of$250,000,000 divided by $10.10 divided by (b)the number of shares of Ace Green Common Stock outstandingimmediately prior to the closing of the Business Combination (the “Closing”) on a fully diluted basis (the“Exchange Ratio”), (ii)each outstanding award of restricted stock units denominated in Ace Green CommonStock (each, an “Ace Green RSU”) shall automatically be converted into (1)the right to receive a pro rata shareof any Earnout Shares and (2)an award of restricted stock units relating to a number of shares of New AceGreen Common Stock determined by multiplying (a)the number of shares of Ace Green Common Stock subjectto such Ace Green RSU immediately prior to the Effective Time by (b)the Exchange Ratio (rounded down tothe nearest whole share), and (iii)each outstanding option to purchase shares of Ace Green Common Stock(each, an “Ace Green Option”) shall automatically be converted into (1)the right to receive a pro rata share ofany Earnout Shares and(2)an option to purchase a number of shares of New Ace Green Common Stockdetermined by multiplying (a)the number of shares of Ace Green Common Stock subject to such Ace GreenOption immediately prior to the Effective Time by (b)the Exchange Ratio (rounded down to the nearest wholeshare), with an exercise price per share equal to the exercise price per share of such Ace Green Option in effectimmediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest full cent). Table of Contents The Merger Agreement also provides that (i)New Ace Green will issue or cause to be issued to the AceGreen stockholders and holders of Ace Green RSUs and Ace Green Options (collectively, the “Ace GreenSecurityholders”) up to an aggregate of an additional 25,500,000 shares of New Ace Green Common Stock (the“Earnout Shares”) (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations,recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions withrespect to New Ace Green Common Stock occurring on or after the Closing) and (ii)Athena TechnologySponsorII, LLC, a Delaware limited liability company (the “Sponsor”) will vest in up to 1,500,000 shares ofNew