Key Highlights

● Athena Technology Acquisition Corp. II and Ace Green Recycling signed a waiver on September 24, 2026 under their merger agreement.

● The waiver covers Nasdaq listing of the SPAC's warrants, which the parties say will miss the holder requirement.

● Two provisions are waived: the Section 6.8(c) efforts covenant and the Section 8.1(c) closing condition on warrant listing approval.

● Sections 6.8(c) and 8.1(c) otherwise remain in full force for the SPAC shares, and the waiver is Exhibit 2.1.

Athena Technology Acquisition Corp. II (OTC:ATEK), a special purpose acquisition company, and Ace Green Recycling, Inc. signed a waiver on September 24, 2026 under their business combination agreement, according to a Form 8-K reporting the agreement under Items 1.01 and 9.01. The waiver addresses the listing of the SPAC's warrants on Nasdaq. The parties say the warrants will not meet Nasdaq's requirement of at least 100 round lot holders, so they have agreed to waive both an efforts covenant and a closing condition tied to the warrants' approval for listing.

The Agreement and the Waiver

The business combination agreement is dated December 4, 2024 and has been amended twice, on March 19, 2026 and April 18, 2026. Its parties are Athena Technology Acquisition Corp. II, referred to as the SPAC; Ace Green Recycling, Inc., referred to as the Company; Athena Technology Sponsor II LLC; and Project Atlas Merger Sub Inc. The waiver is filed as Exhibit 2.1 and cites Section 11.9 of the agreement, which gives authority to grant waivers.

The 8-K cites Nasdaq Listing Rule 5515(a)(4), which it describes as requiring warrants to have at least 100 round lot holders, and says the SPAC warrants will not satisfy that requirement. As a result, the parties waived two provisions. Section 6.8(c) is described as requiring each of the SPAC and the Company to use commercially reasonable efforts to cause the SPAC warrants to be approved for listing. Section 8.1(c) is a closing condition requiring the SPAC warrants to have been approved for listing on Nasdaq.

What Stays in Place

The waiver is narrow. Section 2 states that the provisions of Sections 6.8(c) and 8.1(c) otherwise remain in full force and effect with respect to the listing of the SPAC shares. In other words, the waiver removes the requirement about warrant listing but leaves the requirements about the listing of the shares as they were. The exhibit does not address whether the warrants will continue to exist after closing or how they might be treated, and the 8-K does not explain what happens to warrant holders if the warrants are not listed on Nasdaq.

What the Filing Does Not Say

The 8-K does not describe Ace Green Recycling beyond identifying it as a Delaware corporation, and it does not provide the terms of the proposed combination, the expected timing of closing or the status of any shareholder vote. The cover page of the report lists no securities registered under Section 12(b) of the Securities Exchange Act, and the company is marked as an emerging growth company. The report does not say where the SPAC's securities currently trade or whether it will seek quotation elsewhere.

II. The waiver itself is signed by Ms. Freidheim, who is identified as Chief Executive Officer and Chairperson of the SPAC, and by Nishchay Chadha, Chief Executive Officer of Ace Green Recycling.

A closing condition is a requirement that must be satisfied or waived before a deal can be completed. When the parties to a business combination agreement waive a condition, the change can alter what must happen before closing, so registrants report it as an amendment to a material agreement. Here the waived condition concerned the listing of warrants only.

Ace Green Recycling Merger Waiver Details

The filing gives no closing date. Whether the SPAC warrants would trade on another market or over the counter is not stated in the 8-K, and no further waivers or amendments are identified as expected.