Athena Technology Acquisition Corp. II, a Delaware corporation, has entered into a waiver agreement with Ace Green Recycling, Inc. to modify the terms of their previously signed Business Combination Agreement (BCA). The waiver, dated September 24, 2026, was executed by Athena and Ace Green to address requirements regarding the listing of SPAC Warrants on The Nasdaq Stock Market LLC.
The original BCA, dated December 4, 2024, and amended on March 19, 2026, and April 18, 2026, required both parties to cause the SPAC Warrants to be approved for listing on Nasdaq. The waiver agreed to by the parties removes this obligation. Consequently, the SPAC Warrants will not be required to satisfy the minimum holder requirements for initial listing under Nasdaq Listing Rule 5515(a)(4). This rule stipulates that warrants must have at least 100 round lot holders that are also public holders.
The waiver is filed as Exhibit 2.1 to the current report. A copy of the full text of the waiver is available in the exhibit section of the filing. The report also includes a standard cautionary statement regarding forward-looking statements, noting risks such as the possibility that the business combination may not be completed in a timely manner or at all, or that Nasdaq may not list the common stock of the surviving company following the transaction.
