Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. entered into a Second Amendment to their Business Combination Agreement on April 18, 2026. The amendment increases authorized preferred stock from 1,000,000 to 5,000,000 shares to facilitate a $32 million PIPE investment. The PIPE investment involves the sale of 3,333,333 shares of 12.0% Series A Cumulative Convertible Preferred Stock and 5,000,000 warrants to purchase common stock at $12.00 per share. PIPE investors will also receive a pro rata portion of 1,000,000 shares of common stock as additional consideration. The PIPE investment is expected to close concurrently with the business combination, subject to customary closing conditions and NYSE/Nasdaq listing approval.