ATHENA TECHNOLOGY ACQUISITION CORP. II Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Unless otherwise indicated, capitalized terms used but not defined in this
Current Report on Form 8-K (this "Report") have the respective meanings given to
them in the Business Combination Agreement. References herein to "Athena" shall
refer to
In consideration for the Share Acquisition, each Company Shareholder will
receive one Holdings ordinary share for each ordinary share they hold in the
Company immediately prior to the Share Acquisition. In consideration for the
Merger, each Athena shareholder will receive one Holdings ordinary share for
each share of common stock they hold in Athena immediately prior to the Merger.
In accordance with the terms and subject to the conditions of the Business
Combination Agreement, the consideration to be received by the Company
Shareholders in connection with the Share Acquisition shall be the issuance of
an aggregate number of Holdings common shares equal to (a)
Representations and Warranties
Under the Business Combination Agreement, Athena has made customary
representations and warranties to the Company, Holdings and the Company
Shareholders relating to, among other things, organization and standing, due
authorization and binding agreement, governmental approvals, non-contravention,
capitalization,
Under the Business Combination Agreement, Holdings has made customary representations and warranties to Athena, the Company and the Company Shareholders relating to, among other things, organization and standing, due authorization and binding agreement, governmental approvals, non-contravention, capitalization, limited activities, finders' and brokers' fees, the Investment Company Act and no misleading information supplied.
Under the Business Combination Agreement, the Company has made customary representations and warranties (on behalf of itself and its subsidiaries) to Athena relating to, among other things, organization and standing, due authorization and binding agreement, capitalization, company subsidiaries, governmental approvals, non-contravention, financial statements, absence of certain changes, compliance with laws, permits, litigation, material contracts, intellectual property, taxes and returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, material customers and suppliers, data protection and cybersecurity, sanctions and certain business practices, the Investment Company Act, finders' and brokers' fees and no misleading information supplied.
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Under the Business Combination Agreement, each Company Shareholder has made customary representations and warranties (with respect to itself only) to Athena, Holdings and the Company relating to, among other things, organization and standing, due authorization and binding agreement, share ownership, governmental approvals, non-contravention, litigation, certain investment representations, finders' and brokers' fees and no misleading information supplied.
Covenants
The Business Combination Agreement includes customary covenants of the parties
including, among other things, (i) the conduct of their respective business
operations prior to the consummation of the Transactions, (ii) using
commercially reasonable efforts to obtain relevant approvals and comply with all
applicable listing requirements of the
Conditions to Closing
The respective obligations of each party to consummate the Transactions, . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Report is incorporated by reference herein. The Holdings ordinary shares to be issued to the Company Shareholders in respect of the Company shares in connection with the Share Acquisition will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the press release jointly issued by the parties announcing the Transactions. Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that was presented to certain potential investors in connection with the Transactions.
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The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act 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" 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 forward-looking statements include, but are not limited to, statements regarding future events, the expectation that the Transactions between Athena and the Company will occur and that Holdings will be listed on the NYSE, the estimated or anticipated future results and benefits of Holdings following the Transactions, including its ability to successfully execute is business plan, the likelihood and ability of the parties to successfully consummate the Transactions and future opportunities for Holdings and other statements that are not historical facts.
These statements are based on the current expectations of Athena's and/or the
Company's management and are not predictions of actual performance. 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 Athena and the Company. These statements are subject
to a number of risks and uncertainties regarding the Company's business and the
Transactions, and actual results may differ materially. These risks and
uncertainties include, but are not limited to: general economic, political and
business conditions; the inability of the parties to consummate the Transactions
or the intended financing; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; the number of redemption requests made by Athena's
shareholders in connection with the Transactions; the outcome of any legal
proceedings that may be instituted against the parties following the
announcement of the Transactions; the risk that the approval of Athena's
shareholders for the potential transaction is not obtained; the anticipated
capitalization and enterprise value of Holdings following the consummation of
the Transactions; the ability of Holdings to issue equity, equity-linked or
other securities in the future; expectations related to the terms and timing of
the Transactions; failure to realize the anticipated benefits of the
Transactions, including as a result of a delay in consummating the Transactions;
the risk that the Transactions may not be completed by Athena's business
combination deadline and the potential failure to obtain an extension of its
business combination deadline, if sought by Athena; the risks related to the
rollout of the Company's business and the timing of expected business
milestones; the ability of Holdings to execute its growth strategy, manage
growth profitably and retain its key employees; the ability of Holdings to
obtain or maintain the listing of its securities on the NYSE following the
Transactions; costs related to the Transactions; and other risks that will be
detailed from time to time in filings with the
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Additional Information and Where to Find It
In connection with the Transactions, Athena, the Company and Holdings are
expected to prepare the Registration Statement to be filed with the
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS AND THE PARTIES TO THE TRANSACTIONS. Investors and security holders
will be able to obtain copies of these documents (if and when available) and
other documents filed with the
Participants in the Solicitation
Holdings, the Company, Athena and their respective directors, executive
officers, other members of management, and employees, under
No Offer or Solicitation
This Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description 2.1† Business Combination Agreement, dated as ofApril 19, 2023 , by and amongAthena Technology Acquisition Corp. II ,Athena Technology Sponsor II, LLC ,The Air Water Company ,Project Hydro Merger Sub Inc. ,Air Water Ventures Ltd , and the Company Shareholders. 10.1 Sponsor Support Agreement, dated as ofApril 19, 2023 , by and amongAthena Technology Sponsor II, LLC ,Athena Technology Acquisition Corp. II ,Air Water Ventures Ltd , andThe Air Water Company . 10.2 Form of Sponsor Lock-Up Agreement. 10.3 Form of Management Lock-Up Agreement. 10.4 Form of Company Shareholder Lock-Up Agreement. 10.5 Form of New Registration Rights Agreement. 10.6 Form of Warrant Assumption Agreement. 99.1 Press Release, datedApril 20, 2023 , issued by the parties announcing the Transactions. 99.2 Investor Presentation, datedApril 20, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSecurities and Exchange Commission upon its request. 9
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