{"url_path":"/sec/atekw/8-k/2026-09-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1882198/0001213900-26-099259-index.html","accession_number":"0001213900-26-099259","cik":"0001882198","ticker":"ATEKW","issuer_name":"Athena Technology Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/1882198/0001213900-26-099259-index.html","primary_entity_key":"0001882198","primary_entity_name":"Athena Technology Acquisition Corp. II"},"word_count":790,"has_tables":true,"body_markdown":"** **\n\n**Item 5.07 Submission\nof Matters to a Vote of Security Holders.**\n\n \n\nOn September 11, 2026,\nAthena Technology Acquisition Corp. II, a Delaware corporation (the “Company”) held a special meeting of stockholders virtually\nvia live webcast (the “Special Meeting”). As of the close of business on August 7, 2026, the record date for the Special\nMeeting, there were 9,848,574 shares of Class A Common Stock outstanding, each of which was entitled to one vote per share with respect\nto the proposals brought before the Special Meeting. A total of 9,835,040 shares of Class A Common Stock, representing 99.86% of the outstanding\nshares of Class A Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The\nfollowing are the voting results for the proposals considered and voted upon at the Special Meeting, each of which is more fully described\nin the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission on August 12, 2026.\n\n \n\n*Proposal\n1 —**Approval and adoption of the Business Combination Agreement, dated as of December 4, 2024, by and among the Company,\nAthena Technology Sponsor II, LLC, Ace Green Recycling Inc. (“Ace Green”), and Project Atlas Merger Sub Inc. (“Merger\nSub”), as amended pursuant to the First Amendment thereto dated as of March 19, 2026 and the Second Amendment thereto dated as of\nApril 18, 2026 (as may be amended and/or amended and restated, the “Merger Agreement”), pursuant to which Merger Sub will\nmerge with and into Ace Green (the “Merger”), with Ace Green surviving the Merger as a wholly owned subsidiary of Athena,\nand approve the Merger and the other transactions contemplated by the Merger Agreement (the “Business Combination” and such\nproposal, the “Business Combination Proposal”) .*\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n9,835,040\n \n0\n \n0\n \n0\n\n \n\nBased on the foregoing\nvotes, the stockholders approved the Business Combination Proposal.\n\n \n\n*Proposal\n2 —**Approval and adoption of the proposed Amended and Restated Certificate of Incorporation (the “Proposed Charter”)\nof the post-Business Combination company (the “New Ace Green”), which, if approved, would take effect substantially concurrently\nwith the effective time of the Business Combination (the “ Charter Proposal”).*\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n9,835,030\n \n0\n \n10\n \n0\n\n \n\nBased on the foregoing\nvotes, the stockholders approved the Charter Proposal.\n\n \n\n*Proposal\n3 —**Approval, on a non-binding advisory basis, certain governance provisions in the Proposed Charter that the board\nof directors of Athena believes are necessary to adequately address the needs of New Ace Green immediately following the consummation\nof the Business Combination (the “Advisory Charter Proposals”), as follows.*\n\n* *\n\n*Proposal\n3A —**Approval to amend the charter to increase the authorized number of shares of New Ace Green to 115,000,000, with\nsuch authorized shares consisting of (A) 110,000,000 shares of common stock, par value $0.0001 per share, and (B) 5,000,000 shares\nof preferred stock, par value $0.0001 per share.*\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n9,835,030\n \n0\n \n10\n \n0\n\n \n\n*Proposal\n3B —**Approval to amend the charter to eliminate certain charter provisions related to Athena’s status as a blank\ncheck company, including changing Athena’s name from “Athena Technology Acquisition Corp. II” to “Ace Green\nRecycling, Inc.” and to remove the requirement to dissolve New Ace Green and instead allow it to continue as a corporate entity\nwith perpetual existence following consummation of the Business Combination.*\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n9,835,030\n \n0\n \n10\n \n0\n\n \n\n1\n\n \n\nBased on the foregoing\nvotes, the stockholders approved the Advisory Charter Proposals.\n\n \n\n*Proposal\n4 —**Election, effective at the closing of the Business Combination, of each of the following six directors to serve\non the New Ace Green Board of Directors for a term ending at either the first, second, or third annual meeting of stockholders following\nthe Business Combination, and until their respective successors are duly elected and qualified:*\n\n* *\n\n \n\n**Nominee**\n \n**Votes For**\n \n**Votes Withheld**\n \n**Broker Non-Votes**\n\nRichard Goldberg\n \n9,835,040\n \n0\n \n0\n\nJeanine Wright\n \n9,835,040\n \n0\n \n0\n\nOtto C. Schwethelm\n \n9,835,040\n \n0\n \n0\n\nCarolyn Trabuco\n \n9,835,040\n \n0\n \n0\n\nNishchay Chadha\n \n9,835,040\n \n0\n \n0\n\nVipin Tyagi\n \n9,835,040\n \n0\n \n0\n\n \n\nBased on the foregoing votes, each of *Richard\nGoldberg, Jeanine Wright, Otto C. Schwethelm, Carolyn Trabuco, Nishchay Chadha, and Vipin Tyagi were elected to serve on the New Ace Green\nBoard of Directors following the Business Combination.*\n\n \n\n*Proposal\n5 —**Approval and adoption of the New Ace Green 2026 Equity Incentive Plan (the “Equity Incentive Plan Proposal”).*\n\n \n\n**Votes For**\n \n**Votes Against**\n \n**Votes Abstained**\n \n**Broker Non-Votes**\n\n9,835,025\n \n10\n \n5\n \n0\n\n \n\nBased on the foregoing\nvotes, the stockholders approved the Equity Incentive Plan Proposal.\n\n \n\nBecause the Company’s stockholders approved the foregoing proposals,\na vote on the proposal to adjourn the Special Meeting, as described in the proxy statement/prospectus, was not called during the Special\nMeeting."}