Air Water Ventures Ltd entered into a definitive agreement to acquire Athena Technology Acquisition Corp. II (NYSE:ATEK) from a group of shareholders in a reverse merger transaction for approximately $300 million on April 19, 2023. 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) $300,000,000 plus the net amount of certain equity investments in the Company after April 19, 2023 divided by (b) $10.00.The business combination will result in the formation of The Air Water Company. The Air Water Company is expected to be listed on the New York Stock Exchange (the "NYSE"). The Air Water Ventures's existing equity security holders are expected to hold approximately 42% of the issued and outstanding shares of common stock of The Air Water Company immediately following the consummation of the transaction, assuming no redemptions by Athena Technology II's existing shareholders and up to $60 million in intended financing. Completion of the business combination is subject to customary closing conditions, including the approval of the shareholders of Athena Technology II and the receipt of certain governmental and regulatory approvals, and is expected to be completed in the first quarter of 2024. The board of directors of Athena Technology II and the board of directors of Air Water Ventures have both unanimously approved the proposed business combination. Athena shareholders' Special Meeting is being rescheduled to June 13, 2023.

Jett Capital Advisors, LLC is serving as financial advisor to the Company. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as financial and capital markets advisor to Athena Technology II. James Hu, Jason Rocha, Maia Gez, Melinda Anderson, Henrik Patel, Andres Liivak, F. Paul Pittman, David Dreier, Seth Kerschner, Steven Lutt, Maria Beguiristain and Cristina Brayton-Lewis of White & Case LLP is acting as U.S. legal counsel to Air Water Ventures Ltd. and Daniel Breslin, Ryan Maierson, Peyton Worley, Scott Westhoff, Katharine Moir, Robbie McLaren, Karl Mah, Sarah Gadd, Gail Crawford, Charles Claypoole and Stuart Alford KC of Latham & Watkins LLP is acting as U.S. legal counsel to Athena Technology II. Newbridge Securities Corporation acted as fairness open ion provider to the board of directors of Athena Technology Acquisition in the transaction. Athena has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting, for a fee of $32,500.