8-K: Athena Tech SPAC Warrants Waiver Granted

Athena Technology Acquisition Corp. II and Ace Green Recycling, Inc. have waived a Nasdaq listing requirement for SPAC warrants as part of their business combination agreement.

Summary

• Athena Technology Acquisition Corp. II (SPAC) and Ace Green Recycling, Inc. have entered into a waiver agreement concerning their Business Combination Agreement (BCA).
• The waiver, dated September 24, 2026, specifically addresses the requirement for SPAC Warrants to be approved for listing on The Nasdaq Stock Market (Nasdaq).
• Both parties have waived the provisions in the BCA that mandated the use of commercially reasonable efforts to list the SPAC Warrants on Nasdaq prior to the Closing Date.
• This waiver also removes the condition to the obligations of each party to consummate the transactions, which previously required the SPAC Warrants to have been approved for listing on Nasdaq.
• The SPAC Warrants will not meet Nasdaq Listing Rule 5515(a)(4) due to insufficient round lot holders.
• The waivers are limited to the SPAC Warrants; other provisions of the BCA, including those related to the listing of SPAC Shares, remain in full force.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative development due to the waiver of a key listing requirement, indicating potential challenges in meeting Nasdaq's standards for the SPAC warrants.

Positives

• The waiver allows the business combination to proceed despite the SPAC warrants not meeting Nasdaq listing requirements.
• Key personnel, Isabelle Freidheim (CEO and Chairperson of Athena) and Nishchay Chadha (CEO of Ace Green), have executed the waiver, indicating continued commitment from leadership.

Negatives

• The SPAC warrants will not be listed on Nasdaq, which could impact their liquidity and investor perception.
• The inability to meet Nasdaq listing rules for warrants suggests potential underlying issues with the structure or investor base of the SPAC.

Risks

• The risk that the business combination may not be completed in a timely manner or at all.
• The risk that conditions to the closing of the business combination may not be satisfied or waived.
• The risk that Nasdaq may not list the common stock of the surviving company following the business combination.
• Potential challenges in meeting other Nasdaq listing requirements for the SPAC shares.

Future Outlook

The filing contains forward-looking statements regarding the potential completion of the business combination, subject to various risks and uncertainties, including the possibility that Nasdaq may not list the common stock of the surviving company.

Management Comments

• Isabelle Freidheim, CEO and Chairperson of Athena Technology Acquisition Corp. II, signed the waiver.
• Nishchay Chadha, CEO of Ace Green Recycling, Inc., signed the waiver.

Industry Context

StockSavvy.ai notes that waivers of listing requirements for warrants are not uncommon in SPAC transactions, especially when the warrants themselves do not meet the specific criteria for listing. This often occurs when the number of public holders is insufficient. The focus typically shifts to the listing of the common stock.

Stakeholder Impact

• Shareholders of Athena Technology Acquisition Corp. II may be concerned about the non-listing of SPAC warrants, potentially affecting their trading and value.
• Investors in Ace Green Recycling, Inc. will be looking for the successful completion of the business combination and the listing of the combined entity's shares on Nasdaq.

Next Steps

• The business combination agreement (BCA) continues in full force and effect.
• The SPAC shares are still subject to Nasdaq listing requirements.
• The parties will proceed with the consummation of the transactions, subject to the satisfaction or waiver of other conditions.

Key Dates

Recommendation

The waiver itself is not a strong indicator of positive or negative performance but rather a procedural adjustment. The continued focus on the business combination and the listing of the common stock are key. A 'hold' recommendation is appropriate pending further clarity on the overall success of the business combination and the performance of the combined entity.

Keywords

Business Combination Agreement, Waiver, SPAC Warrants, Nasdaq Listing, Athena Technology Acquisition Corp. II, Ace Green Recycling, Inc.