NEW YORK--(BUSINESS WIRE)--On December 10, 2024, Athena Technology Acquisition Corp. II (the “Company”) received a letter from the NYSE American LLC (“NYSE American” or the “Exchange”) stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s class A common stock, units, and redeemable warrants (collectively, the “Company Securities”), pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. As a result of the determination, trading of the Company Securities on NYSE American has been suspended. As indicated in the letter from NYSE American, the Company has a right to a review of the delisting determination by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange, provided that the Company submits a written request for such review no later than December 17, 2024.
The Company is working towards consummating its previously announced business combination with Ace Green Recycling, Inc. If the Company Securities are delisted from NYSE American, the Company intends to seek a listing of the Company Securities on The Nasdaq Stock Market LLC in connection with the consummation of the Company’s proposed initial business combination.
About Athena Technology Acquisition Corp. II
Athena Technology Acquisition Corp. II (NYSE American: ATEK.U, ATEK, ATEK WS), incorporated in Delaware, is a special purpose acquisition company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. ATEK is the third SPAC founded by Isabelle Freidheim, who also serves as its Chief Executive Officer, with Kirthiga Reddy as President and Jennifer Calabrese as Chief Financial Officer.
Forward-Looking Statements
Certain statements made in this press release are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “intend,” or continue or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters.
These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. Such statements may include, but are not limited to, statements regarding the Company’s ability to consummate its previously announced business combination and to list the Company Securities on Nasdaq in connection with the consummation of the proposed business combination. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These statements are subject to a number of risks and uncertainties, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the number of redemption requests made by the Company’s stockholders in connection with a potential business combination; the outcome of any legal proceedings that may be instituted against the Company; the risk that the approval of the Company’s stockholders for a potential transaction is not obtained; expectations related to the timing of a potential business combination; failure to realize the anticipated benefits of a business combination; the risk that a business combination may not be completed by the Company’s business combination deadline; costs related to a business combination; and other risks that will be detailed from time to time in filings with the Securities and Exchange Commission, including those risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on September 27, 2024 and in subsequently filed Quarterly Reports on Form 10-Q. The foregoing list of risk factors is not exhaustive. There may be additional risks that could also cause actual results to differ from those contained in these forward-looking statements. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. And while the Company may elect to update these forward-looking statements in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that the results of such forward-looking statements will be achieved.
