{"url_path":"/sec/atekw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1882198/0001213900-26-057851-index.html","accession_number":"0001213900-26-057851","cik":"0001882198","ticker":"ATEKW","issuer_name":"Athena Technology Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/1882198/0001213900-26-057851-index.html","primary_entity_key":"0001882198","primary_entity_name":"Athena Technology Acquisition Corp. II"},"word_count":472,"has_tables":true,"body_markdown":"* *\n\nITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES\nAND USE OF PROCEEDS\n\n \n\nThe securities sold in the IPO were registered\nunder the Securities Act on a registration statement on Form S-1 (Registration No. 333-261287). The Registration Statement on Form S-1,\nas amended (the “Registration Statement”), for the Company’s IPO was declared effective on December 9, 2021. On December\n14, 2021, the Company consummated the IPO of 25,000,000 Units. Each Unit consists of one Public Share and one-half of a Public Warrant.\nThe Units were sold at a price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.\n\n \n\nSimultaneously with the closing of the IPO, the\nCompany consummated the sale of 950,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement\nto the Company’s Sponsor, generating gross proceeds of $9,500,000 which is described in Note 4.\n\n \n\nSubsequent to the closing of the IPO, the Company\nconsummated the closing of the sale of 375,000 Over-allotment Units upon receiving notice of the underwriter’s election to partially\nexercise its over-allotment option, generating additional gross proceeds of $3,750,000. Simultaneously with the exercise of the over-allotment,\nthe Company consummated the Private Placement of an additional 3,750 Private Placement Units to the Sponsor, generating gross proceeds\nof $37,500.\n\n \n\nOffering costs for the IPO and the exercise of\nthe underwriters’ Over-allotment Units amounted to $14,420,146, consisting of $5,075,000 of underwriting fees, $8,881,250 of deferred\nunderwriting fees payable (which are held in the Trust Account) and $463,896 of other costs. As described in Note 6, the $8,956,250 of\ndeferred underwriting fee payable is contingent upon the consummation of a Business Combination by June14, 2026, subject to the terms\nof the underwriting agreement.\n\n \n\nFollowing the closing of the IPO and exercise\nof the over-allotment, $256,287,500 of the net proceeds from the IPO (including the Over-allotment Units) and the Private Placement Units\nwas placed in a Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment\nCompany Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund\nselected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as\ndetermined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust\nAccount.\n\n \n\nWe paid a total of $5,000,000 underwriting discounts\nand commissions and $463,896 for other offering costs and expenses related to the IPO. In addition, the underwriters agreed to defer\n$8,956,250 in underwriting discounts and commissions until consummation of a Business Combination as described above.\n\n \n\nFor a description of the use of the proceeds\ngenerated in our IPO, see Part I, Item 2 of this Quarterly Report."}