ATHENA TECHNOLOGY ACQUISITION CORP. II Item 8.01 Other Events.
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On
The Company has determined to amend and supplement the proxy statement as follows:
1. To reflect the change in the date of the Special Meeting from
June 13, 2023 . As a result of this change, the Special Meeting will take place virtually via live webcast at1:00 p.m. Eastern Time onTuesday, June 13, 2023 and can be accessed by visiting www.virtualshareholdermeeting.com/ATEK2023SM.
2. As a result of the rescheduled meeting date, to change the deadline by which
the Company's public stockholders must submit their public shares for
redemption in connection with the proposals being voted on at the Special
Meeting, if they so choose, from June 8, 2023 to June 9, 2023 .
3. To modify the terms of the Extension Amendment Proposal (as defined in the
proxy statement) to extend the date by which the Company must consummate a
business combination from June 14, 2023 (the "Current Outside Date") to up to
March 14, 2024 (the date which is 27 months from the closing date of the IPO)
(the "Extended Date").
4. To modify the terms of the Trust Amendment Proposal (as defined in the proxy
statement) to reflect that the Company may elect to extend the date to
consummate an initial business combination on a monthly basis up to nine times
by an additional one month each time after the Current Outside Date until the
Extended Date, or a total of up to nine months after the Current Outside Date,
provided that Athena Technology Sponsor II, LLC or its affiliates or permitted
designees will deposit into the trust account the lesser of (a) $60,000 and
(b) $0.03 for each share of common stock of the Company issued and outstanding
that has not been redeemed in accordance with the terms of the Company's
charter upon the election of each such one-month extension unless the closing
of the Company's initial business combination shall have occurred
5. To update disclosure in the proxy statement relating to the "broker non-vote"
voting rules that apply to the Adjournment Proposal (as defined in the proxy
statement).
Accordingly, the proxy statement is amended and supplemented as described in this Current Report on Form 8-K.
ATHENA TECHNOLOGY ACQUISITION CORP. II 442 5th Avenue New York, New York 10018 NOTICE OF SPECIAL MEETING TO BE HELD ONJUNE 13, 2023
TO THE STOCKHOLDERS OF ATHENA TECHNOLOGY ACQUISITION CORP. II:
You recently received proxy materials from
1. To amend (the "Extension Amendment") the Company's Amended and Restated
Certificate of Incorporation, as amended (our "charter"), to extend the date
by which the Company must consummate a business combination (as defined below)
(the "Extension") from June 14, 2023 (the date which is 18 months from the
closing date of the Company's initial public offering (the "IPO") of units)
(the "Current Outside Date") to up to March 14, 2024 (the date which is
27 months from the closing date of the IPO) (the "Extended Date") (the
"Extension Amendment Proposal").
2. To amend the
December 9, 2021 , by and between the Company andContinental Stock Transfer & Trust Company (the "Trustee"), allowing the Company to extend the Current Outside Date to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date, provided thatAthena Technology Sponsor II, LLC (the "Sponsor") or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the IPO (the "trust account") the lesser of (a)$60,000 and (b)$0.03 for each share of common stock (as defined below) issued and outstanding that has not been redeemed in accordance with the terms of the Company's charter upon the election of each such one-month extension unless the closing of the Company's initial business combination shall have occurred (each, an "extension payment") (the "Trust Amendment Proposal").
3. To amend the charter to provide holders of the Company's Class B common stock
(the Class B common stock") the right to convert any and all of their Class B
common stock into Class A common stock of the Company (together with the Class
B common stock, the "common stock") on a one-for-one basis prior to the
closing of a business combination at the election of the holder (the "Founder
Share Amendment Proposal").
4. To approve the adjournment of the Special Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in the event
that there are insufficient votes to approve the Extension Amendment Proposal,
the Trust Amendment Proposal or the Founder Share Amendment Proposal, or if we
determine that additional time is necessary to effectuate the Extension (the
"Adjournment Proposal").
On
The Company is providing this amendment and supplement to (1) update disclosure
in the proxy statement relating to the "broker non-vote" voting rules that apply
to the Adjournment Proposal and (2) update the Extension Amendment Proposal and
the Trust Amendment Proposal to reflect that the Company may elect to extend the
date to consummate an initial business combination on a monthly basis up to nine
times by an additional one month each time after the Current Outside Date until
the Extended Date, or a total of up to nine months after the Current Outside
Date, provided that the Sponsor or its affiliates or permitted designees will
deposit into the trust account the lesser of (a)
Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Founder Share Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, the Company urges you to read this material carefully and vote your shares.
I look forward to seeing you at the Special Meeting.
/s/ Isabelle Freidheim
Isabelle Freidheim
Chief Executive Officer and Director
Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote virtually at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, and an abstention will have the same effect as voting against the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
Important Notice Regarding the Availability of Proxy Materials for the Special
Meeting of Stockholders to be held on
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES
THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES
AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO
THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO OUR TRANSFER AGENT (AS
DEFINED HEREIN) BY
AMENDMENT AND SUPPLEMENT NO. 1 DATED JUNE 2, 2023
TO
PROXY STATEMENT - DATED MAY 16, 2023
ATHENA TECHNOLOGY ACQUISITION CORP. II
442 5th Avenue
New York, New York 10018
This proxy statement amendment and supplement (the "Supplement") is being filed
with the
Except as specifically amended and supplemented by the information contained herein, all information set forth in the Original Proxy Statement remains unchanged. From and after the date of this supplement, all references to the "proxy statement" are to the Original Proxy Statement as amended and supplemented hereby.
The Company is providing this amendment and supplement to (1) change the date of
the Special Meeting from
Upon and subject to stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company intends to elect to extend the date by which it must consummate an initial business combination for one month following the Current Outside Date, and, upon such election, the Sponsor will make an extension payment.
Rescheduling of the Special Meeting
The Company has determined to reschedule the Special Meeting from
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1. Certain disclosure in the Notice of Special Meeting in the proxy statement is hereby amended and restated to read as follows:
You are cordially invited to attend the Special Meeting (the "Special Meeting")
of stockholders of
. . .
Important Notice Regarding the Availability of Proxy Materials for the Special
Meeting of Stockholders to be held on
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES
THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES
AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO
THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO OUR TRANSFER AGENT (AS
DEFINED HEREIN) BY
2. The question "When and where is the Special Meeting?" on page 9 of the proxy statement is hereby amended and restated to read as follows:
The Special Meeting will be held at
3. The question "How do I redeem my public shares?" on page 12 of the proxy statement is hereby amended and restated to read as follows:
(ii) Prior to
to the scheduled vote at the Special Meeting), (a) submit a written request,
including the name, phone number, and address of the beneficial owner of the
shares for which redemption is requested, to the transfer agent at
the Company redeem your public shares for cash and (b) deliver your public
shares to the transfer agent, physically or electronically through The
. . .
If you hold your shares through a bank or broker, you must ensure your bank or
broker complies with the requirements identified herein, including submitting a
written request that your shares be redeemed for cash to the transfer agent and
delivering your shares to the transfer agent prior to
4. Certain disclosure under "Date, Time, Place and Purpose of the Special Meeting" on page 19 of the proxy statement is hereby amended and restated to read as follows:
The Special Meeting will be held at
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5. Certain disclosure under "Redemption Rights" on page 25 of the proxy statement is hereby amended and restated to read as follows:
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES
WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN REQUEST
THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR
SHARES TO THE TRANSFER AGENT
. . .
(ii) prior to
to the scheduled vote at the Special Meeting), (a) submit a written request,
including the name, phone number, and address of the beneficial owner of the
shares for which redemption is requested, to
spacredemptions@continentalstock.com), that the Company redeem your public
shares for cash and (b) deliver your public shares to the transfer agent,
physically or electronically through DTC.
. . .
If you exercise your redemption rights, you will be exchanging your shares of
the Company's common stock for cash and will no longer own the shares. You will
be entitled to receive cash for these shares only if you properly demand
redemption and tender your stock certificate(s) to the Company's transfer agent
prior to
6. Certain disclosure under the section "Where You Can Find More Information" on page 40 of the proxy statement is hereby amended and restated to read as follows:
You may also obtain these documents at no cost by requesting them in writing or by telephone from the Company's proxy solicitation agent at the following address and telephone number:
Morrow Sodali LLC 333 Ludlow Street , 5th Floor,South Tower Stamford, CT 06902 Tel: (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers can call collect) Email: ATEK.info@investor.morrowsodali.com
In order to receive timely delivery of the documents in advance of the Special Meeting, you must make your request for information no later than June 65, 2023 (one week prior to the date of the Special Meeting).
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7. Certain disclosure on the proxy card of the definitive proxy statement is hereby amended and restated to read as follows:
ATHENA TECHNOLOGY ACQUISITION CORP. II SPECIAL MEETING OF STOCKHOLDERSJune 1312 , 2023 at1:00 p.m. Eastern Time THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The stockholder(s) hereby appoint(s)
Amended and Supplemented Extension Amendment Proposal
The Company has determined to modify the terms of the Extension Amendment Proposal to provide that the Company shall have the option to extend the date by which it has to consummate a business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date. A copy of the proposed Extension Amendment, as amended and supplemented herein, is attached to the Original Proxy Statement as Annex A. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.
1. Certain disclosure in the Notice of Special Meeting in the proxy statement is hereby amended and restated to read as follows:
1. To amend (the "Extension Amendment") the Company's Amended and Restated
Certificate of Incorporation, as amended (our "charter"), to extend the date
by which the Company must consummate a business combination (as defined below)
(the "Extension") from
closing date of the Company's initial public offering (the "IPO") of units)
(the "Current Outside Date") to up to MarchJanuary 14, 2024 (the date which is
2527 months from the closing date of the IPO) (the "Extended Date") (the
"Extension Amendment Proposal").
2. The question "Why am I receiving this proxy statement?" on page 2 of the proxy statement is hereby amended and restated to read as follows:
Our Board has determined that it is in the best interests of the Company to further amend the charter to extend the date we have to consummate a business combination to up to MarchJanuary14, 2024 in order to allow the Company more time to complete the Proposed Business Combination. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders to vote upon.
3. The question "What is being voted on?" on page 3 of the proxy statement is hereby amended and restated to read as follows:
1. Extension Amendment Proposal: To amend our charter to extend the date by which
the Company must consummate a business combination from
date which is 18 months from the closing date of the IPO) to up to
MarchJanuary 14, 2024 (the date which is 2527 months from the closing date of
the IPO).
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4. Certain disclosure under "Date, Time, Place and Purpose of the Special Meeting" on page 19 of the proxy statement is hereby amended and restated to read as follows:
1. Extension Amendment Proposal: To amend our charter to extend the date by which
the Company must consummate a business combination from
date which is 18 months from the closing date of the IPO) to up to
MarchJanuary 14, 2024 (the date which is 2527 months from the closing date of
the IPO).
5. Certain language in Annex A, "Proposed Certificate of Amendment to the
Amended and Restated Certificate of Incorporation of
5. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:
"(b) Immediately after the Offering, a certain amount of the net offering
proceeds received by the Corporation in the Offering (including the proceeds of
any exercise of the underwriters' over-allotment option) and certain other
amounts specified in the Corporation's registration statement on Form S-1,
initially filed with the
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