Athena Technology Acquisition Corp II-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File No. 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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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. ☐Accelerated filer☒Smaller reporting company☒Emerging growth company ☐Large accelerated filer☒Non-accelerated filer 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 August 13, 2026, there were 9,848,574 shares of Class A common stock, par value $0.0001 per share, and 0 shares of ClassB common stock, par value $0.0001 per share, outstanding. ATHENA TECHNOLOGY ACQUISITION CORP. IIQUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS PagePART 1 – FINANCIAL INFORMATION1Item 1.Interim Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30,2026 and 20252Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and sixmonths ended June 30, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and20254Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures about Market Risk40Item 4.Controls and Procedures40PART II – OTHER INFORMATION42Item 1.Legal Proceedings42Item 1A.Risk Factors42Item 2.Unregistered Sales of Equity Securities and Use of Proceeds42Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information42Item 6.Exhibits43SIGNATURE44 PART I - FINANCIAL INFORMATION ITEM 1. INTERIM FINANCIAL STATEMENTS (UNAUDITED) ATHENA TECHNOLOGY ACQUISITION CORP. IICONDENSED CONSOLIDATED BALANCE SHEETS Cash and cash equivalents$23,999$348,472Prepaid expenses and other assets46,67481,665Prepaid income taxes610,832610,976Due from Sponsor15,51015,510Total current assets697,0151,056,623 Investments held in Trust Account166,857297,614TOTAL ASSETS$863,872$1,354,237 Accounts payable and accrued expenses$6,418,729$5,894,706Note payable - related party1,800,0001,800,000Convertible note - related party422,182422,182Due to related party211,029211,029Return of capital subscription shares liability146,800147,600Due to redeeming stockholders612,603586,001Total current liabilities9,611,3439,061,518Deferred underwriting fee payable8,956,2508,956,250TOTAL LIABILITIES18,567,59318,017,768 CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTIONClass A Common stock subject to possible redemption, $0.0001 par value, 13,574 and 24,887 shares at redemption value of $14.67 and $14.41 per share at June 30, 2026 and December 31, 2025,respectively199,128358,631STOCKHOLDERS’ DEFICITPreferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June30, 2026 and December 31, 2025——Class A common stock; $0.0001 par value; 100,000,000 shares authorized; 9,835,000 shares issuedand outstanding (excluding 13,574 and 24,887 shares subject to possible redemption) at June 30,2026 and December 31, 2025, respectively983983Class B common stock; $0.0001 par value; 10,000,000 shares authorized; none issued or outstandingat June 30, 2026 and Dece