As filed with the Securities and Exchange Commission on October 24, 2025.

Registration Statement No. 333-286836

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

––––––––––––––––––––

Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

––––––––––––––––––––

ATHENA TECHNOLOGY ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

––––––––––––––––––––

442 5th Avenue
New York, NY 10018
Telephone: (970) 925-1572
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

––––––––––––––––––––

Isabelle Freidheim
Chief Executive Officer
442 5th Avenue
New York, NY 10018
Telephone: (970) 925-1572
(Name, address, including zip code, and telephone number, including area code, of agent for service)

––––––––––––––––––––

Copies to:

––––––––––––––––––––

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Registrant and Co-Registrant:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

____________

(1)      The Co-Registrant has the following principal executive office:

1001 West Loop South

Suite #635

Houston, Texas 77027

Telephone: (281) 217-4431

(2)      The agent for service for the Co-Registrant is:

Nishchay Chadha

Chief Executive Officer
1001 West Loop South

Suite #635

Houston, TX 77027

Telephone: (281) 352-5998

Proxy Statement for
Special Meeting
of Stockholders of
Athena TECHNOLOGY Acquisition Corp. ii
and
Prospectus for
Up TO            shares of Common Stock,
and
Warrants to purchase            shares of Common Stock

Dear Athena Technology Acquisition Corp. II Stockholders:

You are cordially invited to attend the special meeting of the stockholders (the “special meeting”) of Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”), to be held at            Eastern Time, on            , 2025. The special meeting will be conducted exclusively over the Internet by means of a live video webcast, which can be accessed by visiting            . Athena is a Delaware blank check company established for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 4, 2024, Athena, Project Atlas Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Athena (“Merger Sub”), and Ace Green Recycling, Inc. a Delaware corporation (“Ace Green”), entered into a Business Combination Agreement (as may be amended and/or amended and restated, the “Merger Agreement”), pursuant to which Merger Sub will merge (the “Merger”) with and into Ace Green, whereupon the separate corporate existence of Merger Sub will cease and Ace Green will be the surviving company and continue in existence as a wholly owned subsidiary of Athena, on the terms and subject to the conditions set forth therein (collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, Athena will be renamed “Ace Green Recycling, Inc.” Athena after the Business Combination is sometimes referred to in the accompanying proxy statement/prospectus as “New Ace Green.”

Athena’s Class A common stock (the “Athena Class A Common Stock”), units (the “Athena Units”) and public warrants (the “Public Warrants”) are currently traded on OTC Pink under the symbols “ATEK,” “ATEK.U,” and “ATEK WS,” respectively. At the effective time of the Business Combination (the “Effective Time”), (i) each share of Ace Green common stock, par value $0.0001 per share (the “Ace Green Common Stock”), issued and outstanding immediately prior to the Effective Time (but excluding any (x) shares of Ace Green Common Stock held by a holder who is entitled to demand and has properly exercised appraisal rights for such shares in accordance with Section 262 of the Delaware General Corporation Law and (y) shares of Ace Green Common Stock held by Ace Green as treasury stock) will be cancelled and converted into the right to receive (1) a pro rata share of any Earnout Shares (as defined below) and (2) a number of shares of Athena Class A Common Stock (rounded up to the nearest whole share) equal to the quotient of (a) the quotient of $250,000,000 divided by $10.10 divided by (b) the number of shares of Ace Green Common Stock outstanding immediately prior to the closing of the Business Combination (the “Closing”) on a fully diluted basis (the “Exchange Ratio”), (ii) each outstanding award of restricted stock units denominated in Ace Green Common Stock (each, an “Ace Green RSU”) shall automatically be converted into (1) the right to receive a pro rata share of any Earnout Shares and (2) an award of restricted stock units relating to a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green RSU immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), and (iii) each outstanding option to purchase shares of Ace Green Common Stock (each, an “Ace Green Option”) shall automatically be converted into (1) the right to receive a pro rata share of any Earnout Shares and (2) an option to purchase a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green Option immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share of such Ace Green Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest full cent).

The Merger Agreement also provides that (i) New Ace Green will issue or cause to be issued to the Ace Green stockholders and holders of Ace Green RSUs and Ace Green Options (collectively, the “Ace Green Securityholders”) up to an aggregate of an additional 10,500,000 shares of New Ace Green Common Stock (the “Earnout Shares”) (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing) and (ii) Athena Technology Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) will vest in up to 1,500,000 shares

of New Ace Green Common Stock (or such shares will be cancelled, as applicable) (the “Sponsor Earnout Shares”) (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing), in each case after the Closing based on the price performance of the New Ace Green Common Stock during the three year period following the Closing (the “Earnout Period”). Pursuant to the Merger Agreement, during the Earnout Period (a) New Ace Green will issue to the former Ace Green Securityholders an additional 3,500,000 Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing) and (b) the Sponsor will vest in and retain 500,000 Sponsor Earnout Shares (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing), the first time each of the following occurs:

•        the volume-weighted average trading price (“VWAP”) of New Ace Green Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period;

•        the VWAP of New Ace Green Common Stock equals or exceeds $20.00 per share for any 20 trading days within any 30 trading day period; and

•        the VWAP of New Ace Green Common Stock equals or exceeds $25.00 per share for any 20 trading days within any 30 trading day period.

If, during the Earnout Period, there is a change of control transaction with respect to New Ace Green or Ace Green, (i) the first earnout trigger shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $15.00, (ii) the first and second earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $20.00, and (iii) the first, second and third earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $25.00. Additionally, any holder of Ace Green RSUs or Ace Green Options must continue to be an employee, director or individual independent contractor providing services to New Ace Green or its subsidiaries at the time of the earnout trigger satisfaction to be entitled to their pro rata share of the Earnout Shares payable at such time.

Athena intends to apply to list the shares of New Ace Green Common Stock and the Public Warrants on the Nasdaq Stock Market under the symbols “            ,” and “            ,” respectively, in connection with the Business Combination.

The Sponsor and Athena’s officers and directors have agreed to (i) vote all of the outstanding shares of Athena Class A Common Stock originally issued to the Sponsor as shares of Athena Class B Common Stock (the “Founder Shares”) held by the Sponsor and all of their shares of Athena Class A Common Stock in favor of adoption and approval of the Merger Agreement, the Merger, and the other transactions comprising the Business Combination, and (ii) certain restrictions on their shares of Athena Class A Common Stock and Founder Shares (collectively, the “Athena Common Stock”).

On August 31, 2021, the Sponsor purchased 7,362,500 Founder Shares for an aggregate purchase price of $25,000, and in November 2021, Athena effected a 1.36672326 for 1 stock split of its common stock, resulting in the Sponsor owning an aggregate of 10,062,500 Founder Shares. Up to 1,312,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option in Athena’s initial public offering was exercised. In connection with the underwriters’ partial exercise of their over-allotment option on December 28, 2021, the Sponsor forfeited 1,181,250 Founder Shares. As of the date hereof, the Sponsor owns an aggregate of 8,881,250 shares of Athena Class A Common Stock.

On December 9, 2021, the Sponsor also purchased an aggregate of 950,000 private placement units (the “Private Placement Units”), each consisting of one share of Athena Class A Common Stock (the “Private Placement Shares”) and one-half of one redeemable warrant (the “Private Placement Warrants”), at a price of $10.00 per Private Placement Unit in a private placement, generating gross proceeds to Athena of $9,500,000. Simultaneously with the exercise of the over-allotment option, Athena consummated the private placement of an additional 3,750 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $37,500.

On August 31, 2021, Athena issued a promissory note to the Sponsor (the “IPO Note”), pursuant to which Athena could borrow up to an aggregate principal amount of $300,000. The IPO Note was non-interest bearing and payable on the earlier of January 31, 2022, or the completion of Athena’s initial public offering (the “IPO”). Athena borrowed $104,402 under the IPO Note, all of which was repaid prior to December 31, 2021.

In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of Athena’s officers and directors may, but are not obligated to, loan Athena funds as may be required (“Working Capital Loans”). If we complete a business combination, we will repay the Working Capital Loans out of the proceeds of the trust account established in connection with the IPO (the “Trust Account”) released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that Athena does not complete a business combination, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of the Business Combination or another business combination by Athena, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit. The warrants would be identical to the Sponsor’s Private Placement Warrants. As of June 30, 2025, the below promissory notes were entered into that fall under the Working Capital Loans structure.

In July 2023, Athena issued an unsecured promissory note to the Sponsor with a principal amount equal to $60,000 (the “Extension Note”). On the same date, in connection with advances the Sponsor may make in the future to Athena for working capital expenses in connection with its initial business combination, Athena issued a separate unsecured promissory note to the Sponsor in the principal amount of up to $240,000 (together with the Extension Note, the “2023 Notes”). The 2023 Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Business Combination or another business combination by Athena, or (b) the date of Athena’s liquidation. As of June 30, 2025, the total outstanding balance of the 2023 Notes is $300,000.

In connection with funding the 2023 Notes, on July 5, 2023, the Sponsor entered into a subscription agreement with a third-party investor. Pursuant to such agreement, the Sponsor will transfer one share of Athena Class A Common Stock for each dollar funded upon the closing of a business combination. As of December 31, 2024, such third-party investor loaned $300,000 to the Sponsor, which amount is included in the balance due to the Sponsor under the Notes described above.

On June 13, 2023, Athena held a special meeting in lieu of an annual meeting of stockholders (“First Extension Meeting”) pursuant to which its stockholders approved (i) an amendment (the “Charter Extension Amendment”) to Athena’s amended and restated certificate of incorporation giving Athena the right to extend the date by which it has to complete an initial business combination from June 14, 2023 to March 14, 2024, and (ii) an amendment to Athena’s Investment Management Trust Agreement dated December 9, 2021, with Continental Stock Transfer & Trust Company, as trustee, to allow the trustee to liquidate the Trust Account at such time as may be determined as set forth in the Charter Extension Amendment. Following the First Extension Meeting, the Sponsor determined to convert its Founder Shares to shares of Athena Class A Common Stock on a one-for-one basis (the “Conversion”). The 8,881,250 shares of Athena Class A Common Stock issued in connection with the Conversion are subject to the same restrictions as applied to the Athena Class B Common Stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the IPO.

In November and December 2023, Athena advanced an aggregate amount of $120,000 from its operating account into the Trust Account on the Sponsor’s behalf to extend the time that Athena had to complete an initial business combination to January 14, 2024. These advances fall under the Working Capital Loan borrowings. Total borrowings under the Working Capital Loans structure as of June 30, 2025 was $1,800,000, which is comprised of $300,000 Extension Note balance and $120,000 working capital loan borrowings. Working capital loans outstanding as of June 30, 2025 were $2,157,868.

On each of June 14, 2023, July 7, 2023, August 8, 2023, September 7, 2023, October 6, 2023, November 7, 2023, December 8, 2023, January 8, 2024 and February 9, 2024, Athena deposited $60,000 into the Trust Account, or an aggregate of $540,000, allowing Athena to extend the period of time that it had to consummate its initial business combination by one month per deposit from June 14, 2023 to March 14, 2024.

On March 12, 2024, Athena held a special meeting of stockholders (the “Second Extension Meeting”) pursuant to which its stockholders approved amendments to Athena’s amended and restated certificate of incorporation, as amended (the “Second Charter Extension Amendment”) (i) giving Athena the right to extend the date by which it had to complete an initial business combination from March 14, 2024 to up to December 14, 2024 and (ii) eliminating the limitation that Athena may not redeem Public Shares in an amount that would cause Athena’s net tangible assets to be less than $5,000,001 immediately prior to or upon consummation of a business combination.

On each of March 13, 2024, April 16, 2024, May 14, 2024, June 14, 2024, July 10, 2024, August 8, 2024, September 12, 2024, October 15, 2024 and November 11, 2024, Athena deposited $25,756 into the Trust Account, or an aggregate of $231,804, allowing Athena to extend the period of time that it had to consummate its initial business combination by one month per deposit from March 14, 2024 to December 14, 2024.

On July 26, 2024, Athena issued an unsecured promissory note to the Sponsor with a principal amount equal to $422,182 (the “July 2024 Note”). The note is non-interest bearing and payable on the earlier of July 26, 2026 or Athena’s initial business combination. The note may be converted into equity securities of Athena on mutually agreeable terms if consented to in writing by the Sponsor. As of December 31, 2024, Athena received the full principal amount of $422,182 under this note.

On October 10, 2024 (effective on April 10, 2024), Athena issued an unsecured and non-interest-bearing promissory note to the Sponsor with a principal amount equal to $1,500,000 to cover the monthly extension payments of Athena and for working capital purposes. Athena drew $800,000 from this note on April 10, 2024 (the “October 2024 Note, and together with the and the 2023 Notes and the July 2024 Note, the “Promissory Notes”).

On December 10, 2024, Athena held an annual meeting of stockholders (the “Third Extension Meeting”) pursuant to which its stockholders approved an amendment to Athena’s amended and restated certificate of incorporation, as amended (the “Third Charter Extension Amendment”) giving Athena the right to extend the date by which it has to complete an initial business combination from December 14, 2024 to September 14, 2025.

On each of December 11, 2024, January 10, 2025, February 10, 2025, March 6, 2025, April 7, 2025, May 7, 2025, June 6, 2025, July 8, 2025 and August 11, 2025, Athena deposited $6,203 into the Trust Account, or an aggregate of $55,827, allowing Athena to extend the period of time that it has to consummate its initial business combination by one month per deposit from December 14, 2024 to September 14, 2025.

On September 10, 2025, Athena held a special meeting of stockholders (the “Fourth Extension Meeting”) pursuant to which its stockholders approved an amendment to Athena’s amended and restated certificate of incorporation, as amended (the “Fourth Charter Extension Amendment”) giving Athena the right to extend the date by which it has to complete an initial business combination from September 14, 2025 to June14, 2026.

On each of September 12, 2025 and October 7, 2025, Athena deposited $497 into the Trust Account, or an aggregate of $994, allowing Athena to extend the period of time that it has to consummate its initial business combination by one month per deposit from September 14, 2025 to November 14, 2025.

On December 6, 2024, Athena and the Sponsor entered into an Amended and Restated Subscription Agreement (the “A&R Polar Subscription Agreement”) with Polar Multi-Strategy Master Fund (“Polar”), pursuant to which Polar contributed an additional $200,000 to the Sponsor (for an aggregate of $500,000) (such funded amounts, the “Initial Polar Capital Investment”), which the Sponsor in turn loaned to Athena to fund any additional extensions of the date by which Athena must consummate an initial business combination and to cover working capital expenses. The A&R Polar Subscription Agreement provides that in connection with the Initial Polar Capital Investment, Athena will repay the entire balance of the Initial Polar Capital Investment to Polar within five business days of the closing of an initial business combination and that the Sponsor will transfer and/or the Athena will issue on the Sponsor’s behalf an additional 200,000 shares of Athena Class A Common Stock to Polar immediately prior to Athena’s closing of an initial business combination (for an aggregate of 500,000 shares to be transferred and/or issued to Polar).

On August 11, 2025, Athena and the Sponsor entered into a Subscription Agreement (the “August Subscription Agreement”) with Polar pursuant to which Polar contributed an additional $400,000 to Sponsor (for an aggregate of $900,000, such funded amounts, the “Polar Capital Investment”), which in turn was loaned by Sponsor to Athena to cover working capital expenses. The August Subscription Agreement provides that in connection with the Polar Capital Investment, Athena will repay the entire balance of the Polar Capital Investment to Polar within five business days of the closing of an initial business combination of Athena and that the Sponsor will transfer and/or Athena will issue on the Sponsor’s behalf an additional 400,000 shares of Athena Class A Common Stock to Polar immediately prior to the closing of an initial business combination of Athena (for an aggregate of 900,000 shares to be transferred and/or issued to Polar).

In consideration of the Polar Capital Investment, and in addition to the repayment of the Polar Capital Investment in shares or cash (as described above), Athena agreed to issue one share of Athena Class A Common Stock for each $10.00 of the Polar Capital Investment funded as of or prior to the closing of an initial business combination, which

shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. Upon certain events of default under the A&R Polar Subscription Agreement and the August Subscription Agreement, Athena and the Sponsor agreed to collectively issue to Polar 0.15 shares of Athena Class A Common Stock for each dollar of the Polar Capital Investment funded as of the date of such default, and for each month thereafter until such default is cured, subject to certain limitations provided for therein. At June 30, 2025, $500,000 of the Polar Capital Investment, gross of the discount, had been funded under the A&R Polar Subscription Agreement. As of August 11, 2025, an additional $400,000 of the Polar Capital Investment, gross of the discount, had been funded under the August Subscription Agreement. Assuming that Polar elects to settle the Polar Capital Investment in cash and no events of default under the A&R Polar Subscription Agreement or the August Subscription Agreement, Polar will receive 900,000 shares of Athena Class A Common Stock and $900,000 in cash in connection with the Closing.

On December 4, 2024, the Sponsor and Ace Green entered into a Side Letter Agreement, pursuant to which, at the Closing,

(i)     the Private Placement Warrants, all of which are held by the Sponsor, will be forfeited and cancelled;

(ii)    approximately 6.335 million of the Sponsor’s Founder Shares were conditionally surrendered to Athena and made available to be sold to participants in Athena and Ace Green’s PIPE financing efforts whereby 1/3 may be used by Athena, 1/3 by Ace Green and 1/3 by Ace Green’s financial advisor;

(iii)   1.0 million of the Sponsor’s Founder Shares will be deposited into an escrow account selected by Ace Green and the Sponsor and may be sold by Ace Green on behalf of the Sponsor to cover any excess in the Athena transaction expenses above the Athena Expense Cap (as defined below) and after addressing any such excess any remaining escrowed shares will be returned to Sponsor; and

(iv)   0.75 million of the Sponsor’s Founder Shares will be deposited into an escrow account selected by Ace Green and the Sponsor. If the aggregate amount of cash remaining in the Trust Account after the exercise of any redemption right at the Closing plus any amount of pipe financing raised by Athena’s efforts (collectively, referred to as the “Sponsor Contribution Amount”) is less than $7.5 million, then for every $10 that the Sponsor Contribution Amount is less than $7.5 million, one such escrowed share will be permanently surrendered by Sponsor. If there is no shortfall, all such escrowed shares will be returned to Sponsor.

Also on December 4, 2024, Athena entered into a Support Agreement with (i) the Sponsor, (ii) Ace Green, and (iii) the Ace Green stockholders named therein (together with the Sponsor, the “Voting Parties”), pursuant to which the Voting Parties agreed to vote or cause to be voted all Athena voting shares and all Ace Green voting securities that they beneficially own: (i) in favor of (A) the Merger and the Merger Agreement, (B) an amendment of Athena’s governing documents to extend the outside date for consummating the Merger, if applicable, and (C) any proposal to adjourn or postpone a meeting of stockholders of Athena to a later date if there are not sufficient votes to approve the Merger; (ii) against any action, proposal, transaction or agreement that could reasonably be expected to result in a breach under the Merger Agreement; and (iii) against (A) any proposal or offer from any person (other than Athena or Ace Green or any of their respective affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Athena or Ace Green, as applicable, (2) the issuance or acquisition of shares of capital stock or other equity securities of Athena or Ace Green (other than as contemplated by the Merger Agreement), or (3) with respect to stockholders of Ace Green, the sale, lease, exchange or other disposition of any significant portion of Ace Green’s properties or assets, and (B) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of a party’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Athena or Ace Green, as applicable (including any amendments to such party’s governing documents other than in connection with the Merger).

The Support Agreement generally prohibits the Voting Parties from transferring their Athena voting shares or Ace Green voting securities prior to the consummation of the Merger, other than to certain permitted transferees who become party to, and bound by, the Support Agreement. The Support Agreement will automatically terminate upon the earlier to occur of (i) the Closing and (ii) the termination of the Merger Agreement in accordance with its terms.

On February 9, 2025, Athena and the Sponsor entered into a Subscription Agreement (the “February 2025 Subscription Agreement”) with Kevin Wright and Jeanine Percival Wright Revocable Trust (the “Investor”) pursuant to which the Investor contributed $500,000 to Sponsor (the “Contribution”), which in turn was loaned by the Sponsor to Athena to fund any additional extensions of the date by which Athena must consummate an initial business combination and

to cover working capital expenses. The February 2025 Subscription Agreement provides that Athena will repay the entire balance of the Contribution to the Investor within five business days of the closing of an initial business combination of Athena and that the Sponsor will transfer and/or Athena will issue on the Sponsor’s behalf an additional 300,000 shares of Athena Class A Common Stock to the Investor immediately prior to the closing of an initial business combination of Athena.

The following summarizes the pro forma ownership of New Ace Green Common Stock immediately following the Business Combination under three redemption scenarios: no further redemptions, 50% redemptions and maximum redemptions.

____________

(1)      Excludes 476,875 Private Warrants held by the Sponsor, all of which will be forfeited at Closing. Includes 1,750,000 of the Sponsor’s Founder Shares that are subject to an escrow as discussed below depending upon certain circumstances.

Stockholders will experience additional dilution to the extent that New Ace Green issues additional shares of New Ace Green Common Stock after the Closing. The table above excludes (i) 12,687,500 shares of New Ace Common Stock that underlie Athena’s Public Warrants, (ii) 476,875 shares of New Ace Green Common Stock that underlie the Private Placement Warrants, (iii) 10,500,000 Earnout Shares (as defined below) (as adjusted), and (iv) 1,500,000 Sponsor Earnout Shares (as defined below) (as adjusted) (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership of New Ace Green After the Closing.”

Dilution

After the completion of the Business Combination, the Public Stockholders will own a significantly smaller percentage of New Ace Green than they currently own of Athena. Consequently, the Public Stockholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Athena. The following table presents the net tangible book value per share, as adjusted, at various redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination itself) (in thousands, except share and per share data):

____________

(1)      See table below for reconciliation of net tangible book value, as adjusted.

(2)      See table below for reconciliation of as adjusted shares.

The following table illustrates the as adjusted net tangible book value to Athena’s stockholders and increase in net tangible book value to Athena’s stockholders as a result of transaction cost incurred by Athena and funds released from the Trust Account upon consummation of the Business Combination (in thousands, except share and per share data).

____________

(1)      Assumes that no Public Stockholders exercise Redemption Rights with respect to their shares of Athena Class A Common Stock for a pro rata share of the funds in the Trust Account.

(2)      Assumes that 25% of Public Stockholders, holding 6,222 shares of Athena Class A Common Stock, exercise their Redemption Rights for an aggregate payment of approximately $0.07 million (based on the estimated per-share redemption price of approximately $11.69 per share) from the Trust Account.

(3)      Assumes that 50% of Public Stockholders, holding 12,444 shares of Athena Class A Common Stock, exercise their Redemption Rights for an aggregate payment of approximately $0.15 million (based on the estimated per-share redemption price of approximately $11.69 per share) from the Trust Account.

(4)      Assumes that 75% of Public Stockholders, holding 18,665 shares of Athena Class A Common Stock, exercise their Redemption Rights for an aggregate payment of approximately $0.22 million (based on the estimated per-share redemption price of approximately $11.69 per share) from the Trust Account.

(5)      Assumes that all Public Stockholders, holding 24,887 shares of Athena Class A Common Stock, exercise their Redemption Rights for an aggregate payment of approximately $0.29 million (based on the estimated per-share redemption price of approximately $11.69 per share) from the Trust Account.

(6)      The funds released from the Trust Account were adjusted under the 25% redemption scenario for the redemptions of $73 thousand, under 50% redemption scenario for the redemptions of $145 thousand, and under 75% redemption scenario for the redemptions of $218 thousand.

(7)      Excludes potentially dilutive outstanding securities consisting of 12,687,500 shares of Athena Class A Common Stock underlying the Public Warrants and 476,875 shares of Athena Class A Common Stock underlying the Private Placement Warrants held by the Sponsor. These sources of future dilution as the extent of their exercise is assumed not to be probable.

To the extent that additional shares are issued pursuant to the foregoing or any financing transactions Athena, Ace Green or New Ace Green may enter into, Athena’s stockholders will experience further dilution. In addition, Athena may enter into other transactions. To the extent it issues such securities, investors and Athena’s stockholders may experience further dilution.

For purposes of Item 1604(c)(1) of Regulation S-K, there would be 28,277,362 total shares of Athena Common Stock outstanding after giving effect to the Business Combination under the no further redemptions scenario. Where redemptions are none, the company valuation is based on Athena’s initial registered offering price per share of $10.00 is therefore calculated as: $10.00 (per share IPO price) times 28,277,362 shares, or $28,277 thousand. The following table illustrates the valuation at the offering price of the securities in the IPO of $10.00 per share for each redemption scenario:

The required disclosure is not a guarantee that the trading price of the combined company will not be below the IPO offering price of Athena, nor is the disclosure a guarantee the company valuation will attain one of the stated levels of valuation.

The following table shows the dilutive effect and the effect on the per share value of shares held by non-redeeming holders of Public Shares under a range of redemption scenarios and dilutive securities exercise scenarios:

____________

(1)      Based on post-transaction equity value attributable to the combined company of $247.5 million.

(2)      Represents the post-Closing share ownership of the combined company assuming various levels of redemption by holders of Public Shares.

(3)      Represents the Base Scenario excluding the shares owned by Sponsor and other insiders

(4)      Represents the Base Scenario plus the full exercise of the Public Warrants.

(5)      Analysis does not account for exercise prices to be paid in connection with the exercise of warrants.

(6)      Represents the Base Scenario plus the full exercise of the Private Placement Warrants.

(7)      Represents the Base Scenario plus the full exercise of the Public Warrants and the Private Placement Warrants.

Compensation Received by the Sponsor

The Sponsor is a Delaware limited liability company that was formed to invest in Athena. Although the Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, the Sponsor’s business is focused on investing in Athena. Isabelle Freidheim, Athena’s Chair of the Board and Chief Executive Officer, is the sole manager of the Sponsor and holds voting and investment discretion with respect to the shares of Athena Common Stock held of record by the Sponsor. All of Athena’s officers and directors are members of the Sponsor. As of the date of this proxy statement/prospectus, other than certain of Athena’s officers and directors and the non-managing sponsor investors and lenders, no other person has a direct or indirect material interest in the Sponsor. In addition, Athena’s independent directors receive for their services as a director an indirect interest in the Founder Shares through membership interests in the Sponsor. Other than the Sponsor manager and Athena’s management team, none of the other members of the Sponsor participate in Athena’s activities.

The non-managing Sponsor investors hold as of the date of this proxy statement/prospectus, indirectly through membership interests in the Sponsor, less than 50% of the Private Placement Units and less than 50% of the Founder Shares. The non-managing Sponsor investors have no right to control the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise.

The following table sets forth the payments received by the Sponsor and its affiliates from Athena prior to or in connection with the completion of an initial business combination and the securities issued by Athena to the Sponsor or its affiliates:

____________

(1)      On June 21, 2023, the Sponsor determined to convert all the outstanding shares of Athena Class B Common Stock into shares of Athena Class A Common Stock on a one-for-one basis.

(2)      The non-managing sponsor investors hold as of the date of this proxy statement/prospectus, indirectly through membership interests in the Sponsor, less than 50% of the Private Placement Units and less than 50% of the Founder Shares.

(3)      On April 10, 2024, Athena issued (i) an unsecured promissory note to Isabelle Freidheim, Athena’s Chief Executive Officer, with a principal amount equal to $600,000 and (ii) an unsecured promissory note to Kirthiga Reddy, Athena’s President and Director, with a principal amount equal to $200,000. On July 26, 2024, Athena issued an unsecured promissory note to the Sponsor with a principal amount equal to $422,182.

At Closing, all 476,875 Private Placement Warrants included in the Private Placement Units will be forfeited as part of the Sponsor Side Letter Agreement, and an aggregate of 500,000 shares of Athena Class A Common Stock will be transferred to Polar, and upon the completion of the Business Combination, the Sponsor and its affiliates will hold a total of 3,500,000 shares of New Ace Green Common Stock. At Closing, the Working Capital Loans (including the Promissory Notes) will be repaid, without interest. The retention of shares by the Sponsor and its affiliates and

the reimbursements payable to the Sponsor under the Working Capital Loans at Closing will not result in a material dilution of the equity interests of non-redeeming Athena stockholders. See the section entitled “Information About Athena — Compensation Received by the Sponsor.”

Conflicts of Interest

As the Sponsor, its affiliates and representatives and the Athena officers and directors (collectively, the “Sponsor Related Parties”) have interests that are different from, or in addition to (and that may conflict with), the interests of the other holders of Athena Class A Common Stock, a conflict of interest may exist in determining whether the Business Combination is appropriate. Such interests include that the Sponsor Related Parties will lose their entire investment in Athena if Athena does not complete a business combination. When you consider the recommendation of the Athena board of directors (the “Athena Board”) in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor Related Parties have interests in such proposal that are different from, or in addition to (which may conflict with), those of the Athena stockholders generally.

These conflicts of interest include, among other things:

•        the beneficial ownership of the Sponsor and certain current and former members of the Athena Board and officers includes (i) an aggregate of 8,881,250 shares of Athena Class A Common Stock, which shares were acquired for an aggregate investment of $25,000 at the time of Athena’s formation and the IPO, and (ii) 953,750 Private Placement Units purchased by the Sponsor for an aggregate investment of $9,537,500, or $10.00 per Private Placement Unit. Such shares of Athena Class A Common Stock and Private Placement Units would become worthless if Athena does not complete a business combination by June 14, 2026, as such stockholders have waived any redemption right with respect to those shares;

•        after giving effect to the Business Combination, the Sponsor and certain current and former members of the Athena Board and Athena’s officers would own up to an aggregate of 3,500,000 shares of New Ace Green Common Stock. Such shares have an aggregate market value of approximately $            million, based on the closing price of Athena Class A Common Stock of $            on OTC Pink on            , 2025;

•        the continued indemnification of current directors and officers of Athena and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and Athena’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Athena’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•        the fact that              will serve as a director on the Board of Directors of New Ace Green; and

•        the fact that the Sponsor and current and former officers and directors of Athena will lose their entire investment in Athena if Athena does not complete an initial business combination.

These interests may influence Athena’s directors in making their recommendation that you vote in favor of the Business Combination Proposal. These interests were considered by the Athena Board when it approved the Merger Agreement and the Business Combination. For additional information, see the section entitled “Information About Athena — Conflicts of Interest.”

Athena is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Athena special meeting, which will be held on             , 2025, at             , Eastern Time, via live webcast at            , Athena will ask its stockholders to approve and adopt the Merger Agreement and the Business Combination and to approve the other proposals described in the accompanying proxy statement/prospectus. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Athena recommends that you log in at least 15 minutes before the special meeting to ensure that you are logged in when the special meeting starts. Please note that you will not be able to physically attend the special meeting.

After careful consideration, the Athena Board has unanimously approved the Merger Agreement and the other proposals described in the accompanying proxy statement/prospectus, and the Athena Board has determined that it is advisable to consummate the Business Combination. The Athena Board recommends that you vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

Athena is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting.

More information about Athena, Ace Green and the Business Combination is contained in the accompanying proxy statement/prospectus. Athena and Ace Green urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 19 of the accompanying proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE ATHENA REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ATHENA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Athena Board, I thank you for your support and look forward to the successful completion of the Business Combination.

The accompanying proxy statement/prospectus is dated             , 2025 and is first being mailed to the stockholders of Athena on or about        , 2025.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

•        Proposal No. 7 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

These items of business are described in the attached proxy statement/prospectus. We encourage you to read the attached proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS” beginning on page 19 of the accompanying proxy statement/prospectus.

Only holders of record of shares of Athena Class A Common Stock at the close of business on            , 2025 (the “Record Date”) are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for 10 days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. During the special meeting, stockholders will also be able to view the list of our stockholders of record entitled to vote at the special meeting by logging into the webcast.

Pursuant to our Existing Charter (as defined in the accompanying proxy statement/prospectus), we are providing the holders of shares of Athena Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of Athena Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Athena to pay its taxes) from the IPO and a concurrent private placement of units to the Sponsor.

In connection with the Public Stockholders’ vote at the special meeting of stockholders held by Athena on June 13, 2023, 23,176,961 shares of Athena Class A Common Stock were tendered for redemption. As a result, approximately $239,604,919 (approximately $10.34 per share redeemed) was removed from the Trust Account to pay such holders. Following such redemptions, the Public Stockholders held 2,198,039 shares of Athena Class A Common Stock and the Sponsor held 8,881,250 non-redeemable shares of Athena Class B Common Stock, which were converted into 8,881,250 non-redeemable shares of Athena Class A Common Stock on June 21, 2023. In conjunction with the above redemptions, the Public Stockholders also voted to extend the deadline for Athena to complete an initial business combination from June 14, 2023 to March 14, 2024.

In connection with the Public Stockholders’ vote at the special meeting of stockholders held by Athena on March 12, 2024, 910,258 shares of Athena Class A Common Stock were tendered for redemption. As a result, approximately $10,156,503 (approximately $11.16 per share redeemed) was removed from the Trust Account to pay such holders. Following such redemptions, the Public Stockholders held 1,287,781 shares of Athena Class A Common Stock, and the Sponsor held 8,881,250 non-redeemable shares of Athena Class A Common Stock. In conjunction with the above redemptions, the Public Stockholders also voted to extend the deadline for Athena to complete an initial business combination from March 14, 2024 to December 14, 2024.

In connection with the Public Stockholders’ vote at the annual meeting of stockholders held by Athena on December 10, 2024, 977,625 shares of Athena Class A Common Stock were tendered for redemption. As a result, approximately $11,497,958 (approximately $11.76 per share redeemed) was removed from the Trust Account to pay such holders. Following redemptions, the Public Stockholders held 310,156 shares of Athena Class A Common Stock, and the Sponsor held 8,881,250 non-redeemable shares of Athena Class A Common Stock. In conjunction with the above redemptions, the Public Stockholders also voted to extend the deadline for Athena to complete an initial business combination from December 14, 2024 to September 14, 2025.

In connection with the Public Stockholders’ vote at the special meeting of stockholders held by Athena on September 10, 2025, 285,269 shares of Athena Class A Common Stock were tendered for redemption. As a result, approximately $3,335,294 (approximately $11.69 per share redeemed) was removed from the Trust Account to pay such holders. Following redemptions, the Public Stockholders held 24,887 shares of Athena Class A Common Stock, and the Sponsor held 8,881,250 non-redeemable shares of Athena Class A Common Stock. In conjunction with the above redemptions, the Public Stockholders also voted to extend the deadline for Athena to complete an initial business combination from September 14, 2024 to June 14, 2026.

TABLE OF CONTENTS

MARKET AND INDUSTRY DATA

Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section entitled “Risk Factors” starting on page 19 of this proxy statement/prospectus. Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, we are responsible for all disclosures in this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Athena Technology Acquisition Corp. II (“Athena”) (File No. 333-286836), constitutes a prospectus of Athena under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of Athena Class A Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of Athena stockholders at which Athena stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

Athena files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Athena’s SEC filings, including this proxy statement/prospectus, at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

Athena Technology Acquisition Corp. II
442 5th Avenue
New York, New York 10018
Attn: Isabelle Freidheim
Telephone: (970) 925-1572

You may also obtain these documents free of charge by requesting them in writing or by telephone from our proxy solicitor at:

Sodali & Co.
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.sodali.com

If you are a stockholder of Athena and would like to request documents, please do so by            , 2025 (five business days prior to the special meeting) to receive them before the special meeting. If you request any documents from us, we will mail them to you without charge by first class mail, or another equally prompt means.

You may also obtain additional information about Athena from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares (as defined below in this proxy statement/prospectus), you will need to check the box on the enclosed proxy card, send a letter demanding redemption (which includes the name of the beneficial owner of the shares) and deliver your shares electronically to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Business Combination.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

FREQUENTLY USED TERMS

In this document:

“Ace Green” means Ace Green Recycling, Inc., a Delaware corporation.

“Ace Green Board” means Ace Green’s board of directors prior to the Closing.

“Ace Green Charter” means the Certificate of Incorporation of Ace Green, dated March 3, 2021, as amended on September 10, 2021.

“Ace Green Common Stock” means the shares of common stock of Ace Green, par value $0.0001 per share.

“Ace Green Convertible Securities” means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of Ace Green or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Ace Green.

“Ace Expense Cap” means $1 million and includes Ace Green’s transaction expenses, however, any capital raising fees incurred by Ace Green and its representative would effectively be deducted from gross proceeds raised and will not be applied against the Ace Expense Cap.

“Ace Green Fully Diluted Capital Stock” means the aggregate number of shares of Ace Green Common Stock that are (a) issued and outstanding immediately prior to the Closing or (b) issuable upon, or subject to, the exercise or settlement of the vested Ace Green Convertible Securities that are outstanding immediately prior to the Closing (it being understood that, for purposes of this clause (b), the number of shares of Ace Green Common Stock underlying such Ace Green Convertible Securities shall be determined as of immediately prior to the Closing, assuming the conversion of all such Ace Green Convertible Securities to shares of Ace Green Common Stock immediately prior to the Closing in accordance with the terms of the contract(s) governing such Ace Green Convertible Securities and will not include any such securities that are not vested as of the Effective Time).

“Ace Green Incentive Plan” means the Ace Green Recycling Inc. 2021 Long-Term Incentive Plan.

“Ace Green Option” means each option (whether vested or unvested) to purchase shares of Ace Green Common Stock granted, and that remains outstanding, under the Ace Green Incentive Plan.

“Ace Green RSU” means an issued and outstanding restricted stock unit denominated in shares of Ace Green Common Stock.

“Ace Green Securityholder” means any holder of Ace Green Common Stock, Ace Green RSUs or Ace Green Options.

“Adjournment Proposal” means a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

“Advisory Charter Proposal” means the separate proposal for an amendment to the Existing Charter, which is reflected in the Proposed Charter, the full text of which is attached to this proxy statement/prospectus as Annex B.

“Aggregate Merger Consideration” means a number of shares of Athena Class A Common Stock equal to the quotient of (i) $250,000,000 divided by (ii) $10.10.

“Anticipated Bylaws” means the expected amended and restated bylaws of New Ace Green, the full text of which is attached to this proxy statement/prospectus as Annex I.

“Athena” means Athena Technology Acquisition Corp. II, a Delaware corporation.

“Athena Board” means Athena’s board of directors prior to the Business Combination.

“Athena Board Recommendations” means the recommendation of the Athena Board to the Athena stockholders that they approve and adopt the Merger Agreement and all other transactions contemplated thereby, approve the Merger and approve the Athena Proposals.

“Athena Class A Common Stock” means Athena’s Class A common stock, par value $0.0001 per share.

“Athena Class B Common Stock” means Athena’s Class B common stock, par value $0.0001 per share.

“Athena Common Stock” means Athena Class A Common Stock and Athena Class B Common Stock, collectively.

“Athena Expense Cap” means $2 million and includes the Athena’s legacy and transaction expense, including accrued expenses, non-accrued expenses, repayment of working capital loans, excise tax owed on redemptions of Athena Class A Common Stock pursuant to redemption rights, and similar expenses; provided that such $2 million amount will be increased to the higher of (x) $3 million if the aggregate PIPE Investment (as defined herein) is equal to or above $25 million and (y) $2 million plus the amount by which the PIPE Investment sourced by the efforts of Athena and the Sponsor exceed $7.5 million (e.g., if the PIPE Investment amount sourced by Athena and the Sponsor is $9.0 million, the Athena Expense Cap would be $3.5 million). Any capital raising fees incurred by Athena and its representatives would effectively be deducted from gross proceeds raised and will not be applied against the Athena Expense Cap.

“Athena Proposals” means the proposals to be voted on at the special meeting of Athena stockholders as described in this proxy statement/prospectus.

“Athena Unit” means one share of Athena Class A Common Stock and one-half of one redeemable Athena Warrant.

“Athena Public Warrant Agreement” means the Amended and Restated Public Warrant Agreement, dated as of March 29, 2022, by and between Athena and Continental Stock Transfer & Trust Company governing the outstanding Athena Public Warrants.

“Athena Private Warrant Agreement” means the Amended and Restated Private Warrant Agreement, dated as of March 29, 2022, by and between Athena and Continental Stock Transfer & Trust Company governing the outstanding Athena Private Warrants.

“Athena Warrant Agreements” means the Athena Public Warrant Agreement and the Athena Private Warrant Agreement.

“Athena Warrants” means the Private Placement Warrants and the Public Warrants issued under the Athena Warrant Agreements, with each whole warrant exercisable for one share of Athena Class A Common Stock at an exercise price of $11.50.

“Broker non-vote” means the failure of an Athena stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“Business Days” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York.

“Charter Proposal” means the proposal to be considered at the special meeting to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter of New Ace Green as the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Code of Conduct” means the Code of Business Conduct and Ethics to be adopted by the New Ace Green Board and applicable to all of New Ace Green’s employees, executive officers and directors.

“DGCL” means the Delaware General Corporation Law, as amended.

“Earnout Shares” means up to 10,500,000 shares of New Ace Green Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing).

“Effective Time” means the time when the Merger becomes effective, which shall be at the time of filing of a certificate of merger with the Secretary of State of the State of Delaware with respect to the Merger or such later time as may be agreed by Athena and Merger Sub, with the prior written consent of Ace Green, and specified in such certificate of merger.

“Election of Directors Proposal” means the proposal to elect, effective at the Closing, five directors to serve on our board of directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.

“Equity Incentive Plan Proposal” means the proposal to approve and adopt the Equity Incentive Plan, to be effective upon the consummation of the Business Combination.

“Excess Shares” means the Public Shares held in excess of 15% of the total Public Shares issued that any individual Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), that exceeds 15% of the total Public Shares issued by Athena; such Excess Shares will be restricted from seeking redemption rights without Athena’s prior consents.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means a number equal to the quotient of (a) the quotient of (i) $250,000,000 divided by (ii) $10.10, divided by (b) the number of shares of Ace Green Fully Diluted Capital Stock.

“Existing Bylaws” means Athena’s Amended and Restated Bylaws.

“Existing Charter” means Athena’s Amended and Restated Certificate of Incorporation, dated as of December 8, 2021, as amended on June 13, 2023, June 20, 2023, March 12, 2024, December 10, 2024 and September 10, 2025.

“Extension Deadline” means June 14, 2026.

“Founder Shares” means the outstanding shares of Athena Class A Common Stock originally issued to the Sponsor as shares of Athena Class B Common Stock.

“GAAP” means U.S. generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Equity Incentive Plan” means the New Ace Green 2025 Equity Incentive Plan.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Athena’s initial public offering of Athena Units, consummated on December 14, 2021.

“Merger” means the merger of Merger Sub with and into Ace Green.

“Merger Agreement” means the Business Combination Agreement, dated as of December 4, 2024, as may be amended from time to time, by and among Athena, the Sponsor, Merger Sub and Ace Green.

“Merger Sub” means Project Atlas Merger Sub Inc., a Delaware corporation.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of shares of Athena Class A Common Stock pursuant to the Merger Agreement.

“New Ace Green” means Athena immediately following the consummation of the Business Combination and approval of the Proposed Charter.

“New Ace Green Board” means New Ace Green’s board of directors following the consummation of the Business Combination.

“New Ace Green Common Stock” means, following the consummation of the Business Combination, New Ace Green’s common stock, par value $0.0001 per share, as authorized under the Proposed Charter.

“NYSE American” means the NYSE American LLC.

“PIPE” means a private investment in public equity.

“Private Placement” means the sale of the Private Placement Units that occurred simultaneously with the completion of the IPO.

“Private Placement Units” means the units sold in the Private Placement to the Sponsor, consisting of Athena Class A Common Stock and one-half of one redeemable warrant to purchase shares of Athena Class A Common Stock, that occurred simultaneously with the completion of the IPO.

“Private Placement Warrants” means the redeemable warrants included in the Private Placement Units sold in the Private Placement to the Sponsor, each whole warrant of which is exercisable for one share of Athena Class A Common Stock, in accordance with its terms.

“Proposed Charter” means the proposed Amended and Restated Certificate of Incorporation of New Ace Green, the full text of which is attached to this proxy statement/prospectus as Annex B.

“Public Shares” means shares of Athena Class A Common Stock issued as part of the units sold in the IPO.

“Public Stockholders” means the holders of shares of Athena Class A Common Stock.

“Public Warrants” means the redeemable warrants included in the Athena Units sold in the IPO, each whole warrant of which is exercisable for one share of Athena Class A Common Stock, in accordance with its terms.

“Record Date” means            , 2025, the record date for the special meeting of Athena stockholders as described in this proxy statement/prospectus.

“Required Proposals” means, collectively, the Business Combination Proposal, the Charter Proposal, the Election of Directors Proposal, the Equity Incentive Plan Proposal and the Nasdaq Proposal.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sponsor” means Athena Technology Sponsor II, LLC, a Delaware limited liability company.

“Sponsor Earnout Shares” means up to 1,500,000 shares of Athena Class A Common Stock (as equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to New Ace Green Common Stock occurring on or after the Closing).

“Support Agreement” means that Voting and Support Agreement, dated as of December 4, 2024, by and among Athena, Ace Green and the Sponsor.

“Trust Account” means the trust account that holds a portion of the proceeds of the Athena IPO and the concurrent sale of the Private Placement Units.

“VWAP” means volume-weighted average trading price.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of Athena stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Athena and Ace Green stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Special Meeting of Athena’s Stockholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus?

A.     Athena has entered into the Merger Agreement with Ace Green and the other parties thereto pursuant to which Merger Sub will merge with and into Ace Green, whereupon the separate corporate existence of Merger Sub will cease and Ace Green will be the surviving company and continue in existence as a wholly owned subsidiary of Athena. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Athena stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals.

Athena Class A Common Stock, Athena Units and the Public Warrants are currently traded on OTC Pink, under the symbols “ATEK,” “ATEK.U,” and “ATEK WS,” respectively. Athena intends to apply to continue the listing of New Ace Green Common Stock and Public Warrants on Nasdaq under the symbols “            ” and “            ” upon the Closing. At the Closing, each Athena Unit will separate into its components consisting of one share of Athena Class A Common Stock and one-half of one redeemable Public Warrant, and therefore there will be no Nasdaq listing of the Athena Units following the consummation of the Business Combination.

The Sponsor and Athena’s officers and directors have agreed to (i) vote all of their shares of Athena Class A Common Stock in favor of the adoption and approval of the Merger Agreement, the Merger, and the other transactions comprising the Business Combination, and (ii) certain restrictions on their shares of Athena Common Stock.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Athena with respect to the Athena Class A Common Stock issuable in connection with the Business Combination.

Q.     What matters will Athena’s stockholders consider at the special meeting?

•        The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

•        The Charter Proposal — a proposal to approve and adopt, upon consummation of the Business Combination, the Proposed Charter.

•        The Advisory Charter Proposal — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter.

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Ace Green at the Closing.

•        The Equity Incentive Plan Proposal — a proposal to approve and adopt the Equity Incentive Plan, to be effective upon the Closing.

•        The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of Athena Class A Common Stock pursuant to the Merger Agreement in connection with the Business Combination.

•        The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.     What vote is required to approve the proposals presented at the special meeting?

A.     The approval of the Charter Proposal requires the affirmative vote (in person or by proxy) of the majority of the issued and outstanding shares of Athena Class A Common Stock. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Proposal.

The approval of the Business Combination Proposal, the Advisory Charter Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of Athena Class A Common Stock that are cast thereon at the special meeting. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on these Proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the shares of Athena Class A Common Stock that are cast thereon at the special meeting. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, a vote withheld or a broker non-vote will have no effect on the outcome of the vote on the Election of Directors Proposal.

Pursuant to the Merger Agreement, the Business Combination is conditioned upon the approval of the requisite number of shares of Athena to approve and adopt the Merger Agreement and the Business Combination and to approve the other proposals as described in this proxy statement/prospectus.

In accordance with the Support Agreement, entered into concurrently with the execution of the Merger Agreement, holders of 9,835,000 shares of Athena Class A Common Stock (or 99.7% of the outstanding shares of Athena Common Stock as of the Record Date) have agreed to vote in favor of each of the Athena proposals, subject to certain customary conditions. Assuming all of the outstanding shares of Athena Common Stock subject to the Support Agreement are voted in favor of each Proposal, in accordance with the terms of the Support Agreement, the votes of such shares of Athena Common Stock will be sufficient for the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal, the Adjournment Proposal and each director nominee pursuant to the Election of Directors Proposal, and will not require the vote of any additional shares of Athena Common Stock in order to be approved.

Q.     Are any of the proposals conditioned on one another?

A.     The Charter Proposal, Advisory Charter Proposal, Election of Directors Proposal and Equity Incentive Plan Proposal are all conditioned on the approval of each of the Business Combination Proposal and the Nasdaq Proposal. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal and the Charter Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective.

It is important for you to note that in the event that the Business Combination Proposal is not approved, then Athena will not consummate the Business Combination. If Athena does not consummate the Business Combination and fails to complete an initial business combination by June 14, 2026 (the “Extension Deadline”), then Athena will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     At the Effective Time, as a result of the Business Combination, (i) each share of Ace Green Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any (x) shares of Ace Green Common Stock held by a holder who is entitled to demand and has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL and (y) shares of Ace Green Common Stock held by Ace Green as treasury stock) will be cancelled and converted into the right to receive (1) a number of shares of Athena Class A Common Stock (rounded up to the nearest whole share) equal to the quotient of (a) the Aggregate Merger Consideration divided by (b) the number of shares of Ace Green Common Stock outstanding immediately prior to the Closing on a fully diluted basis and (2) a pro rata share of the Earnout Shares, (ii) each outstanding Ace Green RSU shall automatically be converted into (1) the right to receive a pro rata share of

the Earnout Shares, and (2) a restricted stock unit relating to a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green RSU immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), and (iii) each outstanding Ace Green Option shall automatically be converted into (1) the right to receive a pro rata share of the Earnout Shares and (2) an option to purchase a number of shares of New Ace Green Common Stock determined by multiplying (x) the number of shares of Ace Green Common Stock subject to such Ace Green Option immediately prior to the Effective Time by (y) the Exchange Ratio (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share of such Ace Green Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest full cent).

The Merger Agreement also provides that (i) New Ace Green will issue or cause to be issued to the Ace Green Securityholders up to an aggregate of an additional 10,500,000 shares of New Ace Green Common Stock (the “Earnout Shares”) (as adjusted) and (ii) the Sponsor will vest in up to 1,500,000 shares of New Ace Green Common Stock (the “Sponsor Earnout Shares”) (as adjusted) (or such shares will be canceled, as applicable), in each case after the Closing based on the price performance of the New Ace Green Common Stock during the during the three year period following the Closing (the “Earnout Period”). Pursuant to the Merger Agreement, during the Earnout Period (a) New Ace Green will issue to the former Ace Green Securityholders an additional 3,500,000 Earnout Shares (as adjusted) and (b) the Sponsor will vest in and retain 500,000 Sponsor Earnout Shares (as adjusted), the first time each of the following occurs:

•        the VWAP of New Ace Green Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period;

•        the VWAP of New Ace Green Common Stock equals or exceeds $20.00 per share for any 20 trading days within any 30 trading day period; and

•        the VWAP of New Ace Green Common Stock equals or exceeds $25.00 per share for any 20 trading days within any 30 trading day period.

If, during the Earnout Period, there is a change of control transaction with respect to New Ace Green or Ace Green, (i) the first earnout trigger shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $15.00, (ii) the first and second earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $20.00, and (iii) the first, second and third earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $25.00. Additionally, any holder of Ace Green RSUs or Ace Green Options must continue to be an employee, director or individual independent contractor providing services to New Ace Green or its subsidiaries at the time of the earnout trigger satisfaction to be entitled to their pro rata share of the Earnout Shares payable at such time.

Q.     Why is Athena proposing the Business Combination Proposal?

A.     Athena was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Athena is not limited to any particular industry or sector.

Athena received net proceeds of $252,500,000 from the IPO (including from the partial exercise by the underwriters of their over-allotment option) and sale of the Private Placement Units, which was placed into the Trust Account immediately following the IPO. As a result of the redemption of shares of Athena Class A Common Stock in connection with the special meetings of Athena stockholders held on June 13, 2023, March 12, 2024, December 10, 2024 and September 10, 2025 to extend Athena’s deadline to complete an initial business combination, there was approximately $290,972 in the Trust Account as of September 12, 2025. In accordance with the Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” below.

As of September 12, 2025, there were 9,859,887 shares of Athena Class A Common Stock issued and outstanding. In addition, as of September 12, 2025, there were 12,685,144 Athena Warrants issued and outstanding, consisting of 476,875 Private Placement Warrants and 12,208,269 Public Warrants. Each whole Athena Warrant entitles the holder thereof to purchase one share of Athena Class A Common Stock at a price of $11.50 per share. The Athena Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. In accordance with the Sponsor Side Letter Agreement, all 476,875 Private Placement Warrants will be forfeited at closing of the Business Combination.

Under the Existing Charter, Athena must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Athena’s initial business combination in conjunction with a stockholder vote.

Q.     Who is Ace Green?

A.     Formed in 2021 as a result of its acquisition of its two predecessor companies, Ace Green is a battery recycling technology company developing fully electrified modular technologies for the recycling of scrap (or end-of-life or waste) lithium-ion and lead-acid batteries.

Q.     What equity stake will current Athena stockholders and Ace Green stockholders have in New Ace Green?

A.     It is anticipated that, upon the completion of the Business Combination, the ownership of New Ace Green will be as follows:

•        Current Ace Green stockholders will own 24,752,475 shares of New Ace Green Common Stock, representing approximately 87.53% of the total shares outstanding under the no further redemptions scenario, 87.57% of the total shares under the 50% redemption scenario and 87.61% of the total shares outstanding under the maximum redemptions scenario;

•        Under the no further redemptions scenario, current Public Stockholders will own 24,887 shares of New Ace Green Common Stock, representing 0.09% of the total shares outstanding; under the 50% redemptions scenario, current Public Stockholders will own 12,444 shares of New Ace Green Common Stock, representing 0.04% of the total shares outstanding; and under the maximum redemptions scenario, current Public Stockholders will own zero shares of New Ace Green Common Stock, representing 0% of the total shares outstanding; and

•        Affiliates of the Sponsor and related parties will own 3,500,000 shares of New Ace Green Common Stock, representing 12.38% of the total shares outstanding under the no further redemptions scenario and the 50% redemptions scenario and 12.39% of the total shares outstanding under the maximum redemptions scenario.

The numbers of shares and percentage interests set forth above (i) reflect different redemption scenarios laid out below, (ii) assumes Aggregate Merger Consideration is calculated before the earnout, and (iii) are calculated based on the capitalization of Ace Green as of June 30, 2205 and Athena as of September 19, 2025, after redemptions in connection with the Fourth Extension Meeting.

No further redemptions scenario:    This presentation assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares.

50% redemptions scenario.    This presentation assumes that 12,444 Public Shares are redeemed for an aggregate redemption payment of approximately $0.15 million.

Maximum redemptions scenario:    This scenario assumes that 24,887 Public Shares are redeemed for an aggregate redemption payment of approximately $0.29 million.

For the ownership percentages presented above, the ownership percentages with respect to New Ace Green do not take into account (i) the issuance of any additional shares upon the closing of the Business Combination under the Equity Incentive Plan, (ii) any exercise of Public Warrants or Private Placement Warrants to purchase shares of New Ace Green Common Stock that will be outstanding immediately following the Effective Time, or (iii) any shares of New Ace Green Common Stock covered by converted Ace Green RSUs or Ace Green Options.

The presentation set forth above also does not give effect to any performance vesting provisions applicable to any of the shares Athena Class A Common Stock held by the Sponsor or the issuance of any Earnout Shares or Sponsor Earnout Shares. The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New Ace Green’s share ownership will be upon completion of the Business Combination. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.     Who will be the officers and directors of Athena if the Business Combination is consummated?

A.     Immediately following the consummation of the Business Combination, the New Ace Green Board will be comprised of five members, including Nishchay Chadha, Vipin Tyagi, two additional directors designated by Ace Green and one director designated by the Sponsor. Immediately following the consummation of the Business Combination, we expect that the executive officers of New Ace Green will be Nishchay Chadha (Chief Executive Officer), Vipin Tyagi (Chief Technology Officer) and Teodoro Alban (Chief Financial Officer).

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Merger Agreement, including that Athena’s stockholders have approved and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger Agreement.”

Q.     What happens if I sell my shares of Athena Class A Common Stock before the special meeting?

A.     The Record Date for the special meeting will be earlier than the date that we expect the Business Combination to be completed. If you transfer your shares of Athena Class A Common Stock after the Record Date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting.

Q.     Is the approval of Ace Green stockholders required to complete the Business Combination?

A.     Yes. In accordance with the terms of the Merger Agreement, within 15 days following the date that the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part (the “Registration Statement”) shall have been declared effective by the SEC, Ace Green must obtain and deliver to Athena a written consent of its shareholders approving the Merger Agreement and the Business Combination (including the Merger) by holders of at least a majority of the outstanding shares of Ace Green Common Stock.

Q.     How many votes do I have at the special meeting?

A.     Athena’s stockholders are entitled to one vote at the special meeting for each share of Athena Class A Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were            shares of Athena Class A Common Stock outstanding and no shares of Athena Class B Common Stock outstanding.

Q.     What interests do Athena’s current officers and directors have in the Business Combination?

A.     The Athena Board and executive officers may have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. The Athena Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in making their recommendation that you vote in favor of the approval of the Merger Agreement and the Business Combination. These interests were considered by the Athena Board when it approved the Merger Agreement and the Business Combination. For further information, please see the section entitled “The Business Combination — Interests of Athena’s Directors and Officers in the Business Combination.”

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and Athena does not consummate the Business Combination and fails to complete an initial business combination by the Extension Deadline or amend its Existing Charter to extend the date by which Athena must consummate an initial business combination, then Athena will be required to dissolve and liquidate the Trust Account.

Q.     Do I have redemption rights?

A.     If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest not previously released to Athena to pay its taxes, upon the consummation of the Business Combination. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to its shares of Athena Common Stock in connection with the completion of Athena’s initial business combination. The Sponsor’s shares of Athena Class A Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $290,972 on September 12, 2025, the estimated per share redemption price would have been approximately $11.69. This is greater than the $10.00 IPO price of Athena Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of withdrawals that Athena is allowed to take from the Trust Account for taxes payable, and in the event of its dissolution, up to $100,000 of interest to pay dissolution expenses) in connection with the liquidation of the Trust Account. If the Business Combination is not consummated, Athena may enter into an alternative business combination and close such transaction by the Extension Deadline.

Q.     Is there a limit on the number of shares I may redeem?

A.     A Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by such stockholder for cash.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.     How do I exercise my redemption rights?

A.     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days before the special meeting), (i) check the box on the enclosed proxy card to elect redemption, (ii) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to Athena’s transfer agent that Athena redeem your Public Shares for cash and (iii) deliver your stock to Athena’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, Athena’s transfer agent, is listed under the question “Who can help answer my questions?” below. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to Athena’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Athena’s transfer agent will need to act to facilitate the request. It is Athena’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent.

However, because Athena does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Athena’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Athena’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Athena’s transfer agent return the shares (physically or electronically). You may make such request by contacting Athena’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations of Holders of New Ace Green Common Stock and Athena Class A Common Stock”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its shares of Athena Class A Common Stock will generally be treated as selling such shares of Athena Class A Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of Athena Class A Common Stock that such U.S. Holder owns (or is deemed to own), prior to and following the redemption. For a more detailed discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations of Holders of New Ace Green Common Stock and Athena Class A Common Stock — U.S. Federal Income Tax Considerations of Ownership and Disposition of New Ace Green Common Stock; Redemption of Athena Public Shares.”

Q.     What are the U.S. federal income tax consequences of the Merger?

A.     To the extent permitted under applicable law, Athena and Ace Green intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Latham &Watkins LLP and Rimon P.C. each intend to deliver an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Ace Green and Athena to complete the Merger, however, are not conditioned on the receipt of any such opinion.

If the Merger does qualify as a reorganization, the Ace Green U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Merger to Holders of Ace Green Common Stock”) would not recognize gain or loss as a result of the exchange, pursuant to the Merger, of their Ace Green Common Stock for shares of New Ace Green Common Stock and the Earnout Right (as defined in “Material U.S. Federal Income Tax Consequences of the Merger to Holders of Ace Green Common Stock”), other than income, if any, with respect to imputed interest. For a more detailed discussion of the U.S. federal income tax consequences of the Merger to holders of Ace Green Common Stock, see “Material U.S. Federal Income Tax Consequences of the Merger to Holders of Ace Green Common Stock.” Athena, Ace Green, and holders of Athena Common Stock who do not exercise their redemption rights should not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger.

Q.     How do the Public Warrants differ from the Private Warrants and what are the related risks for any Public Warrant holders post-initial business combination?

A.     The Public Warrants are identical to the Private Warrants in material terms and provisions, except that the Private Warrants cannot be transferred, assigned or sold until 30 days after the initial business combination (except in limited circumstances). The Sponsor and its permitted transferees agreed not to transfer, assign or sell any of the Private Warrants, including the Athena Class A Common Stock issuable upon exercise of the warrants, until 30 days after the Business Combination. In accordance with the Sponsor Side Letter Agreement, all 476,875 Private Warrants will be forfeited at closing of the Business Combination.

Following the Business Combination, we may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sales price of Athena Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Athena Class A Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of Athena Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price that, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. At our election, any such exercise may be required to be on a cashless basis, which would lessen the dilutive effect of a warrant redemption.

Historical trading prices for shares of Athena Class A Common Stock have varied between a low of approximately $            per share on            , 2025 to a high of approximately $            per share on            , 2025, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that Athena elects to redeem all of the redeemable warrants as described above, Athena will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Q.     If I hold Athena Warrants, can I exercise redemption rights with respect to my warrants?

A.     No. There are no redemption rights with respect to the Athena Warrants.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of shares of Athena Common Stock or Athena Warrants in connection with the Business Combination under the DGCL.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Athena stockholders who properly exercise their redemption rights and (ii) expenses incurred by Ace Green and Athena in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New Ace Green following the Business Combination.

Q.     What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?

A.     Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public Stockholders. Also, with fewer Public Shares and Public Stockholders, the trading markets for Athena Class A Common Stock following the closing of the Business Combination may be less liquid than the market for Athena Class A Common Stock was prior to the Business Combination and New Ace Green may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Ace Green’s business will be reduced and New Ace Green may not be able to achieve its business plans. In addition, without additional funds from a PIPE transaction in connection with the Closing, it is possible that a maximum redemptions scenario would result in a cash deficit, in which event the parties would need to find additional sources of funding in order for the Business Combination to become effective.

The table below presents the Trust Account value per share to a Public Stockholder that elects not to redeem its shares across a range of varying redemption scenarios.

____________

(1)      Redemption amounts are based on a redemption value of $11.69 per share.

For information on the relative ownership levels of holders of outstanding shares of New Ace Green Common Stock following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of shares of New Ace Green Common Stock following the Business Combination under varying redemption scenarios, see the section entitled “The Business Combination — Ownership of New Ace Green After the Closing.”

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

The Sponsor and our officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Athena Class A Common Stock they may hold. If, as a result of the termination of the Merger Agreement or otherwise, Athena is unable to complete a business combination by the Extension Deadline, the Existing Charter provides that Athena will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Athena to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Athena Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Athena’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Athena Warrants, which will expire worthless if Athena fails to complete a business combination by the Extension Deadline. See the sections entitled “Risk Factors — Athena may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $11.69 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless” and “Risk Factors — Athena stockholders may be held liable for claims by third parties against Athena to the extent of distributions received by them upon redemption of their shares.” The Sponsor and Athena’s officers and directors have agreed to waive any right to any liquidation distribution with respect to the Athena Class A Common Stock.

Q.     When do you expect the Business Combination to be completed?

A.     We currently anticipate that we will consummate the Business Combination promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger Agreement.”

Q.     Are there risks of going public through the Business Combination rather than a traditional underwritten initial public offering?

A.     Yes. Athena intends to apply to list the New Ace Green Stock and warrants on Nasdaq, but the Business Combination is different from a traditional underwritten initial public offering. Among other things, there is no independent third-party underwriter selling the shares of New Ace Green Common Stock and, accordingly, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Ace Green pursued an underwritten initial public offering. Before entering into the Merger Agreement, Athena and Ace Green performed a due diligence review of each other’s business, operations and disclosure. However, in a typical initial public offering, the underwriters of the offering conduct independent due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability under Section 11 of the Securities Act to private investors for any material misstatements or omissions in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents, assessment of significant risks of the business operations, and independent analysis of the plan of business and any underlying financial assumptions. The lack of an independent due diligence review and investigation means that you must rely on the information included in this proxy statement/prospectus. Further, while potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any such material misstatements or omissions, there are no third-party underwriters of New Ace Green Common Stock that will be issued pursuant to the Business Combination, and therefore no corresponding right of action is available to investors in the Business Combination against any such third parties, including any financial advisors of Ace Green and Athena, for any material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing Date, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Ace Green Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of New Ace Green Common Stock or helping to stabilize, maintain or affect the public price of New Ace Green Common Stock following the Closing Date. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New Ace Green Common Stock that will be outstanding immediately following the Closing Date. All of these differences from an underwritten public offering of Ace Green’s securities could result in a more volatile price for New Ace Green Common Stock following the Closing Date.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of New Ace Green Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to New Ace Green Common Stock or sufficient demand among potential investors immediately after the Closing Date, which could result in a more volatile price for New Ace Green Common Stock.

In addition, our initial stockholders, including the Sponsor, have interests in the Business Combination that are different from or are in addition to our stockholders and that would not be present in an underwritten public offering of Ace Green’s securities. Such interests may have influenced the Athena Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus. These actual or potential conflicts of interest are, to the extent material, described in the section entitled “The Business Combination — Interests of Athena’s Directors and Officers in the Business Combination” and “The Business Combination — Interests of Ace Green’s Directors and Executive Officers in the Business Combination” beginning on page 69 of this proxy statement/prospectus.

Accordingly, as an investor in the Business Combination, you may be exposed to increased risk when compared to investing in a traditional underwritten initial public offering.

Q.     What do I need to do now?

A.     We urge you to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     When and where is the special meeting?

A.     The special meeting will take place on            , 2025, at            Eastern Time and conducted exclusively over the internet by means of a live video webcast, or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. You may attend the live video webcast of the meeting by accessing the web portal located at            and following the instructions set forth on your proxy card. Stockholders participating in the meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the meeting, virtual attendees will be able to vote via the web portal during the meeting webcast and submit questions or comments to Athena’s directors and officers during the meeting via the meeting webcast. Stockholders may submit questions or comments during the meeting through the webcast by typing in the “Submit a question” box.

Q.     Who may vote?

A.     Only holders of record of Athena Common Stock as of the close of business on the Record Date may vote. Please see the section entitled “Special Meeting of Athena Stockholders — Record Date and Voting” for further information.

Q.     How do I vote?

A.     You may vote with respect to the Athena Proposals in person online at the special meeting, by internet, by phone, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to vote by internet, visit http://www.            , 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on            , 2025 (have your proxy card in hand when you visit the website). If you choose to vote by phone, call toll-free (within the U.S. or Canada)            (have            your proxy card in hand when you call). If you choose to participate in the special meeting, you can vote your shares electronically during the special meeting via live webcast by visiting            . You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Athena recommends that you log in at least 15 minutes before the special meeting to ensure that you are logged in when the special meeting starts.

If on the Record Date your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting online. However, as you are not the stockholder of record, you may not vote your shares online at the special meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to            . Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will

allow them to register to attend and participate in the special meeting. Beneficial owners who wish to attend the special meeting online should contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 no later than            , 2025 to obtain this information.

Q.     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A.     Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 19 of this proxy statement/prospectus.

Q.     What will happen if I abstain from voting or fail to instruct my bank, brokerage firm or nominee to vote at the special meeting?

A.     At the special meeting, Athena will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against the Charter Proposal, and will have no effect on any of the other proposals.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by Athena without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q.     How can I attend the special meeting?

A.     You may attend the special meeting and vote your shares in person online during the special meeting via live webcast by visiting            . As a registered stockholder, you received a proxy card from Broadridge that contains instructions on how to attend the special meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. If you do not have your 12-digit meeting control number, contact Broadridge at            or e-mail Broadridge at            . Please note that you will not be able to physically attend the special meeting in person, but may attend the special meeting in person online by following the instructions below.

You can pre-register to attend the special meeting in person online starting            , 2025. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the special meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the special meeting.

Athena recommends that you log in at least 15 minutes before the special meeting to ensure that you are logged in when the special meeting starts.

If your shares are held in “street name,” you may attend the special meeting. You will need to contact Broadridge at the number or email address above, to receive a 12-digit meeting control number and gain access to the special meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the special meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the special meeting by dialing            , when prompted enter the pin #            . This is listening only; you will not be able to vote or enter questions during the special meeting.

Q.     Do I need to attend the special meeting in person online to vote my shares?

A.     No. You are invited to attend the special meeting in person online to vote on the Athena Proposals. However, you do not need to attend the special meeting in person online to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) or using telephone or internet voting. Your vote is important. Athena encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the special meeting in person online, should I return my proxy card instead?

A.     Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Athena Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination unless the holder of these shares properly follows the procedures for redemption described in this proxy statement/prospectus with respect to these shares.

Q.     May I change my vote after I submit my proxy?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to Athena’s headquarters at the address listed below, or submitting a subsequent proxy via telephone or the internet, prior to the vote at the special meeting, or attend the special meeting and vote in person online. You also may revoke your proxy by sending a notice of revocation to Athena’s headquarters or to the Proxy Solicitor (as defined herein), provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Athena Technology Acquisition Corp. II
442 5th Avenue
New York, New York 10018

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting?

A.     A quorum will be present at the special meeting if a majority of the shares of Athena Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. Based on the number of shares outstanding and entitled to vote as of the Record Date,            shares of Athena Common Stock will be required to be present at the special meeting to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person online at the special meeting. Abstentions, votes withheld and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present in person online at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.     What happens to the Athena Warrants I hold if I vote my shares of Athena Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.     Properly exercising your redemption rights as an Athena stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your Athena Warrants, and if Athena does not otherwise consummate an initial business combination by the Extension Deadline or obtain the approval of Athena stockholders to extend the deadline for Athena to consummate an initial business combination, Athena will be required to dissolve and liquidate, and your Athena Warrants will expire worthless.

Q.     Following the Business Combination, will Athena securities continue to trade on a stock exchange?

A.     We anticipate that, following the Business Combination, New Ace Green Common Stock and Public Warrants will trade on Nasdaq under the symbols “            ” and “            ,” respectively. The Athena Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

Q.     How does the Sponsor intend to vote on the proposals?

A.     The Sponsor and our directors and officers have agreed to vote any shares of Athena Common Stock owned by them in favor of the Business Combination, including their shares of Athena Class A Common Stock and any Public Shares purchased after the IPO (including in open market and privately negotiated transactions). As of the Record Date, the Sponsor, and certain of our current and former officers and directors beneficially own an aggregate of            % of the outstanding shares of Athena Common Stock.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     Athena will pay the cost of soliciting proxies for the special meeting. Athena has engaged Sodali & Co (the “Proxy Solicitor”) to assist in the solicitation of proxies for the special meeting. Athena has agreed to pay the Proxy Solicitor a fee of up to $            in connection with the Business Combination. Athena will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. Athena will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Athena’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the Athena Proposals, or if you need additional copies of this proxy statement/prospectus or the proxy card you should contact the Proxy Solicitor at:

Sodali & Co.
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.sodali.com

You may also contact Athena at:

Athena Technology Acquisition Corp. II
442 5th Avenue
New York, New York 10018
Attn: Isabelle Freidheim
Telephone: (970) 925-1572

RISK FACTORS

The following risk factors relate to Athena, the Business Combination and/or will apply to the business and operations of New Ace Green following the Closing. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Ace Green and New Ace Green’s business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Athena Common Stock. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may harm the business, cash flows, financial condition and results of operations of New Ace Green. Ace Green may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, that may also impair New Ace Green’s business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of Ace Green and financial statements of Athena and notes thereto included elsewhere in this proxy statement/prospectus.

Unless the context requires otherwise, references to “Ace Green,” “we,” “us,” “our,” and the “Company” in this section are to the business and operations of Ace Green prior to the Business Combination and the business and operations of New Ace Green as directly or indirectly affected by the Business Combination.

Risks Related to Ace Green’s Business and Industry

Ace Green has a limited operating history at scale and is developing a flagship and new facility in the United States; scaling up its operations and expansion in the U.S. may carry uncertainties and pose liquidity risks to Ace Green.

Ace Green was established in 2021 and only commenced commercial scale development of GREENLEAD® at a licensee’s site in 2024 and has had pilot-scale operations of LITHIUMFIRST™ since 2023. Ace Green currently operates three facilities in India (one lithium-ion battery recycling facility, one warehousing and lithium-ion battery discharging facility and one fabrication facility for lead battery recycling equipment), has one operating licensee partner for lead battery recycling in Taiwan, and is planning a large-scale deployment of its technology across both the lithium and lead battery spaces. While Ace Green’s operations have gone through several cycles of improvements and we expect the modularity of its technology to support replication to large scale, scaling up from modest to large operations carries significant risks, including but not limited to operational, technological, supply chain, capital risks and the need to be supported by increasing demand for recycled battery materials, none of which we can predict with any precision.

You should evaluate Ace Green against its potential for growth in a competitive environment. While the projects and agreements secured indicates a strong pipeline for growth, there can be no assurance that these projects will be successful.

Ace Green may not be able to secure adequate capital to execute its business plan.

Based on its current project pipeline, Ace Green expects to execute projects in various markets within 12 months of the completion of the Business Combination, including one licensing deal and one equipment sale deal, both in Armenia. While licensing and equipment sale related projects may not demand materially significant capital resources from Ace Green, projects wholly owned by Ace Green, for example, acquiring land leases and opening up recycling facilities, would require significant capital to develop its pipeline of lithium and lead projects in various global markets. We expect to finance those projects, including approximately $23.0 million in aggregate capital expenditures for Phase I deployment of our planned Texas recycling facility, through both equity and debt offerings. As of June 30, 2025, we had approximately $2.3 million cash and cash equivalents. At present, prior to the potential infusion of capital as part of the PIPE in connection with the Business Combination, Ace Green may not have adequate cash on hand to execute these projects, which makes us reliant on the PIPE and future capital raises to provide additional capital to support future growth. Although Ace Green will continue to seek equity and debt financing opportunities, we may not be able to secure sufficient funding on commercially favorable terms, and may therefore be unable to pursue some or all of our intended projects.

If we are unable to overcome the workforce and engineering challenges arising from scaling up production from our existing capacities, we may not succeed in executing our plan of expanding our operations and growing our business.

Ace Green’s project pipeline includes planned operations for facilities that are several times larger than what it currently operates. Although Ace Green has an organized and modularized recycling facility and a skilled and experienced team to deploy, execute and operate its systems, this production scale-up may pose workforce engineering challenges.

As of June 30, 2025, we had 40 full-time employees on company payroll and 24 full-time employees on a contractual basis. These employees are based out of U.S., U.K., Europe, India and Singapore. To meet the intellectual demands of these planned projects, Ace Green will need to recruit additional workforce members who are skillful in various niches of operations. Other challenges may include making adjustments to the facility setups for increased capacity.

While Ace Green is confident that its modular processes can be scaled-up, there can be no assurance that such scaling up will be successful or timely. Additionally, if we cannot recruit or retain a skillful workforce, we may be unsuccessful in executing our plans for growth and expansion.

Successful or timely implementation of Ace Green’s planned U.S. facility may be delayed due to licensing or regulatory issues.

Ace Green intends to develop large-scale lithium and lead recycling facilities in the United States, but it has not yet obtained all the requisite licenses and permits. While Ace Green has retained Texas-based consultants to provide regulatory support in this regard and, based on its discussions with such consultants, does not expect that it will encounter significant regulatory pushback, there can be no guarantee that Ace Green will obtain the required licenses or permits that it needs to operate its U.S. facility in time to commence operations during 2026 as currently planned.

While these permits are not necessary for immediate capital deployment including ordering of equipment as we do not expect plant operations to commence until 2026, there is a risk that the permitting schedules may delay the start of operations.

Battery feedstock (battery waste raw material for recycling) may be unavailable or fall short of efficient operating ranges.

As Ace Green expects to be a new market entrant in some of the geographic areas in which it intends to operate, Ace Green may not have access to the amount of battery feedstock necessary to supply its facilities. While Ace Green is trying to diversify its requirements for feedstock by treating various battery chemistries like lead, nickel-manganese-cobalt and lithium ferro phosphate, maintains an active battery and battery materials supply chain, and several members of its management team have extensive experience in the metals and resources trading space with extensive commercial relationships with traders of batteries and battery materials, the market may not be able to provide sufficient feedstock for all of Ace Green’s intended projects.

Ace Green’s operations depend on obtaining a steady supply of batteries and battery manufacturing scrap for recycling. While this risk can be mitigated through its supply chain networks, which involve third-party feedstock supply arrangements that can be redirected to its facilities, supply challenges may still be significant. Further, while we expect Ace Green’s focus on lead battery recycling in the near term, along with joint venture partnerships and technology licensing, will help address supply risks, we may not be successful in competing with others to secure feedstock on favorable terms related to pricing, service delivery, financing, commodity market fluctuations, environmental considerations, and government approvals. Additionally, suppliers may alter or delay their commitments for various reasons, including force majeure events or regulatory challenges beyond Ace Green’s control.

During the year ended March 31, 2025, at our India facility, we consumed about 41 metric tons of feedstock (lithium ferro phosphate battery equivalent) on average per month, and we will need a significantly increased amount of feedstock if we want to execute the projects currently in our pipeline. If we are not able to procure the necessary amounts of feedstock, we may not be able to reach anticipated levels of growth, leading to adverse material effects on our plan to scale up productions and meet increased demands in different markets.

A large portion of our profit is derived from a relatively small number of major customers. Our business, financial condition, and results of operations could be materially and adversely affected if our key customers fail to meet their contractual obligations.

We are subject to significant customer concentration risk, as a substantial portion of our accounts receivable and revenue is attributable to a limited number of key customers. As of March 31, 2025, our largest customer accounted for 77.80% of our total accounts receivable and our second largest customer represented 22.08%. As of March 31, 2024, our largest customer accounted for 44.16% of our total accounts receivable, while our second largest and third largest customers represented 19.62% and 12.65%, respectively.

Similarly, for the fiscal year ended March 31, 2025, a significant portion of our revenue was derived from a small number of customers, including our largest revenue-generating customer (26.26%), second largest revenue-generating customer (21.83%), third largest revenue-generating customer (12.30%), and fourth largest revenue-generating customer (11.75%). By comparison, for the fiscal year ended March 31, 2024, our largest revenue-generating customer accounted for 15.95% of total revenue, while our second largest, third largest and fourth largest customers accounted for 13.84%, 12.02% and 11.01%, respectively, of accounts receivable.

If any of these key customers fail to perform their contractual obligations, including failing to make timely payments, our liquidity and cash flows could be materially affected. Given that we do not require collateral or security for accounts receivable, we are exposed to increased credit risk, which may result in higher allowance for doubtful accounts and potential write-offs. Any significant deterioration in the financial condition of our key customers or their inability to pay could lead to increased bad debt expenses, as seen in our fiscal year 2025 bad debt expense of $154 thousand.

Additionally, the loss of one or more key customers, the renegotiation of existing contracts on less favorable terms, or a reduction in business volume from these customers could negatively impact our revenue, growth prospects, and financial stability. If we are unable to replace lost revenue with new customers, our ability to execute our business strategy and meet our financial obligations could be adversely affected.

Prices for recovered materials are subject to global market fluctuations and price instability may negatively impact our financial performance.

The materials derived from Ace Green’s recycling processes are internationally traded commodities. The prices of these commodities are subject to market pressures and may fluctuate significantly with the needs of the battery industry as a whole. While the price of lead has been relatively stable for the past few years, the increasing global demand, dwindling supply and other market factors related to lithium battery materials has led to significant fluctuations in the prices of lithium, nickel, cobalt, and other associated metals. For example, the price of lead, lithium carbonate, nickel and cobalt has fluctuated as follows:

•        Lead:    -1.29% and -1.40% for March 2025 versus March 2024 and March 2024 versus March 2023 (London Metal Exchange price)

•        Lithium Carbonate:    -27.73% and -76.82% for March 2025 versus March 2024 and March 2024 versus March 2023 (Fastmarkets Metal Bulletin)

•        Nickel:    -7.89% and -24.96% for March 2025 versus March 2024 and March 2024 versus March 2023 (London Metal Exchange price)

•        Cobalt:    -33.19% and -13.89% for March 2025 versus March 2024 and March 2024 versus March 2023 (Fastmarkets Metal Bulletin price)

Significant negative price movements may have a materially adverse impact on Ace Green’s commercial performance and Ace Green cannot guarantee that it will sell its products at desired prices and meet its revenue targets.

We rely on third-party vendors for key machineries and failure to acquire and maintain them may adversely disrupt our operations.

While a small amount of equipment that Ace Green deploys in its facilities is made in house in Ace Green’s India facility, Ace Green does not currently maintain adequate manufacturing capabilities to make additional new equipment to be deployed in its future projects. As a result, Ace Green has entered into commercial relationships with experienced partners in Italy and South Korea to outsource its equipment manufacturing, including standard equipment for both lead and lithium battery recycling and Ace Green’s proprietary equipment for lead battery recycling. These machines play a critical role in our operation in scrap battery shredding and finished product manufacturing (lead ingots and various metal salts in the case of lead and lithium battery recycling). We also rely on these third-party vendors to properly maintain and service the acquired machines, and if these vendors fail to perform the maintenances and services needed in a timely manner, we may be unable to produce recycled battery materials to meet our contractual obligations to our customers.

Given Ace Green’s dependence on third parties for this process, there is a risk outside of Ace Green’s control that the machinery either does not meet Ace Green’s specifications or that the delivery of the machinery to Ace Green may be delayed. In the event of third-party errors, Ace Green may not be able to fulfil its intended project pipeline in a timely manner or at all.

A decline in green energy adoption may inhibit future recycling opportunities and may result in decreased demand for our products.

Ace Green’s primary business activity is in the recycling of batteries to develop new battery materials including lithium and lead for future manufacturing. Over the last decade and more, the global economy has shifted more towards electrification, necessitating a growth in both lithium and lead batteries. The demand for Ace Green’s recycling services and products is driven in part by projected increases in the demand for electric vehicles (“EVs”) (including automobiles, e-bikes, scooters, buses and trucks). A decline in the adoption rate of EVs or a decline in the support by governments for “green” energy technologies could reduce the demand for Ace Green’s recycling services and products, which could materially harm Ace Green’s financial results and ability to grow its business. In January 2025, President Trump signed an array of energy-related executive orders aimed at increasing production and distribution of domestic fossil fuel resources and, as a result, the price of oil and gas may decline, which may make EVs less appealing and negatively impact the demand for recycled battery materials in an indirect way. A decline in volume under existing contracts or an inability to source new supplier relationships could also have a material adverse effect on Ace Green’s results of operations and cash flow.

While it is unlikely that the global economy will permanently retract from the use of EVs, a temporary decline or downturn in the sales of EVs or battery energy storage systems may reduce the demand for battery materials, thus reducing demand for our products in our lead battery recycling business.

Ace Green’s proprietary know-how may be rivaled by competitors, which may erode the technological edge it established.

As of June 30, 2025, Ace Green has one registered patent in the U.S. and has filed 128 patent applications for both its lithium and lead battery recycling technologies across 35 patent families. Eight of these patent families are currently in national stage in key geographies such as the U.S., Canada, China, the E.U., India, Israel, Japan, Malaysia, South Africa, South Korea, Brazil, Chile, Indonesia, Mexico, Singapore, Taiwan and Thailand. However, Ace Green recognizes that the field of battery recycling is highly competitive and that its inventions or patents, while novel, may be fiercely competed by those brought by our competitors. While Ace Green maintains a sustainable intellectual property strategy that we believe should adequately protect its technological advantage, competitor processes may be able to make technological advancements independently and with their own novel distinctions. Should Ace Green’s competitors go to market with their own technologies that are materially and commercially similar or superior to Ace Green’s, this may erode the technological advantages that Ace Green currently enjoys and slow our growth.

Our business is heavily dependent on the protection of our intellectual property, including patents, trademarks, and trade secrets. While Ace Green has made efforts to protect its intellectual property, there is no guarantee that its protections are adequate or that it will always have access to the necessary intellectual property to execute its business and strategies. Ace Green may also face challenges if competitors independently develop similar technologies or if

its trade secrets are exposed to third parties. The scope of its patents may not fully cover its intellectual property, and foreign intellectual property laws may not offer sufficient protection. Failure to protect its intellectual property could materially harm Ace Green’s business, operations, and financial performance.

Intellectual property disputes are common in the applied science sector. While Ace Green does not currently expect any such claims, any allegation of infringement could be time-consuming and costly to defend, potentially diverting management’s focus and disrupting operations. In some cases, Ace Green may be forced to enter into licensing, royalty, or other agreements rather than contest the claims due to costs. Although the risk of intellectual property disputes is comparatively lower in lead battery recycling due to fewer competitors developing similar technologies, it is more pronounced in lithium-ion battery recycling, where innovation and competition are more intense. If intellectual property owners pursue legal action against us, we may face lengthy and expensive litigation, with no assurance of a favorable outcome. Additionally, Ace Green may be unable to secure necessary licenses or agreements on commercially reasonable terms or at all, which could adversely affect its business, prospectus, results of operations and financial condition.

Ace Green relies on its senior management’s expertise and their departures may disrupt its operations and have materially adverse impacts on Ace Green.

Certain members of Ace Green’s senior management team, including but not limited to Ace Green’s executive officers, are critical contributors to Ace Green’s intended successes. While management is confident that all such members remain continually dedicated, there is no guarantee that they will not leave for other opportunities. The employment agreements we entered into with each Mr. Chadha, our Chief Executive Officer, and Mr. Tyagi, our Chief Technology Officer, have a term of five years and provide that Messrs. Chadha and Tyagi may terminate their employment agreement at any time during the term of such agreement without cause upon 30 days written notice. Our employment agreement with Mr. Alban, our Chief Financial Officer, has an initial one-year term and can be automatically renewed. Mr. Alban may terminate his employment agreement at any time and for any reason upon 15 days advance notice.

Ace Green recognizes that its executive officers’ and senior management’s expertise in battery recycling is rare and aggressively sought after, and will make every effort to retain talents and key members of management. If Ace Green is unable to offer competitive compensation, it may lose these important key employees that are critical to the execution of its business plans.

We may be exposed to risks and challenges in connection with conducting business outside the United States.

As of June 30, 2025, over 99.6% of our employees and 100% of our physical assets are located outside of the U.S. During the year ended March 31, 2025 and the three months ended June 30, 2025, substantially all of our revenue was generated from outside the U.S. As part of its growth strategy, Ace Green aims to explore opportunities in selected international markets, including the United States. This includes entering into licensing or joint venture agreements with local companies that would manage day-to-day operations. Conducting business outside the U.S. will require substantial management focus and financial investment to establish and operate such facilities, as well as to build sales, supply, and support networks. There is no guarantee that these efforts will succeed, nor can Ace Green assure that the costs associated with these initiatives will not surpass any resulting revenues. Operating internationally also exposes us to unique risks and challenges that would not arise if Ace Green confined its business activities to the United States.

Nonperformance of contractual obligations by counterparties may strain our cash flows.

Many binding and non-binding commercial agreements that the Company has entered into may or may not materialize as expected due to many factors including, but not limited to, lack of capital availability, regulatory approvals, market factors, disagreement on commercial terms and performance obligations, which may inhibit the Company’s ability to materially benefit from these agreements. In particular, on November 23, 2022, we entered into a Master Offtake Agreement with Glencore Ltd, whereby Glencore agreed to buy all recycled battery materials to be generated from Ace Green’s four pre-agreed future recycling facilities for a term ending on the later to occur of (i) 15 years from when the first future recycling facility reaches a certain capacity, and (ii) when Ace Green fully delivers the amount of products contemplated by the agreement or any subject purchase agreement to be entered into thereunder. If such recycling facilities are built to agreed capacities and products are sold to Glencore, the income

expected from Glencore under this agreement is projected to account for over 25% of our revenue averaged over the next five years. In the event that Glencore terminates the agreement or refuses to pay the agreed-upon purchase price, and Ace Green is unable to find other customers to pay such purchase price, our cash flow and overall financial condition will be materially and adversely affected.

The Company cannot provide any assurance that it will realize, in full or in part, the anticipated benefits it expects to generate from this agreement and this may inhibit its growth strategy. Failure to realize those benefits could have a material adverse effect on Ace Green’s business, results of operations and financial condition.

General Risks Related to Ace Green

Failure to significantly expand our recycling capacity may impede the expansion of our business or our ability to achieve profitability.

As of June 30, 2025, Ace Green had recycled an aggregate of about 850 metric tons of lithium-ion and lead-acid batteries across its 19,353 square feet of recycling facility in India. Based on the projects in our pipeline, we expect to increase the quantity of batteries that we recycle to 30,000 metric tons of lead-acid batteries beginning in second half of 2026 in Ace Green’s planned Texas facility. Subsequently, the facility will be scaled up to start processing lithium-ion batteries as well. Our strategy involves scaling our operations through a combination of company-owned facilities, technology licensing arrangements, and joint ventures with third parties. This approach is intended to enable growth while utilizing relatively fewer resources. There is no assurance, however, that Ace Green will successfully execute this strategy. If Ace Green is unable to establish and operate new facilities, secure and implement licensing agreements, or finalize and manage joint venture arrangements, Ace Green may fail to expand its business, meet customer demand, maintain a competitive edge, or achieve profitability.

Mishandling hazardous substances may subject us to severe liabilities.

Our operations and the operations of our licensees in the United States will be subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of batteries including the Occupational Safety and Health Act of 1970 and comparable state statutes. Ace Green may incur liabilities for the handling, exposure, and remediation of hazardous materials at future operational sites. Although Ace Green’s technology emphasizes environmentally friendly recycling solutions to minimize the environmental risks associated with traditional battery recycling processes, batteries are classified as hazardous materials. Handling and recycling these materials may lead to accidents or unpermitted releases of hazardous substances including but not limited to fire hazards, chemical spillage, emission of toxic gases, accidents related to handling of materials or equipment, accidents caused due to human errors or machinery related malfunctioning or damage. As a result, Ace Green could be liable for cleanup costs, government penalties, damages to human health or the environment, or harm to neighboring communities. These liabilities could have significant financial and reputational consequences for the Company.

Unfavorable economic or geopolitical conditions could constrain our expansion, inhibit our further growth and otherwise have a material adverse effect our business, results of operations, prospects and financial condition.

There have recently been significant changes to international trade policies and tariffs. Recently, the United States has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the U.S. There is currently significant uncertainty about the future relationship between the U.S. and other countries with respect to trade policies, taxes, government regulations and tariffs, and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and, in turn, have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties that we do business with, which in turn would negatively impact us.

Deteriorating macroeconomic conditions, including slower growth or a recession, inflation, changes in the U.S. presidential administration, bank failures, supply chain disruption, increases in interest rates, geopolitical events, including escalating tariff and non-tariff trade measures imposed by the U.S. and other countries, the potential for new

or unforeseen conflicts such as the impact of the Russia and Ukraine conflict and Hamas and Israel conflict, changes in the labor market, or decreases in government spending power could in the future result in a decline in consumer spending, which could materially adversely affect our business, results of operations, prospects and financial condition. Ace Green’s intended entry and expansion in the United States and Europe may also be subject to potential scrutiny and political interferences that may inhibit or delay future expansions into other markets. There can be no assurance that global economic and political conditions will not negatively affect Ace Green’s growth prospects.

Ace Green may be negatively affected by labor shortages and higher labor costs.

Ace Green’s ability to maintain operations is dependent on its ability to retain and attract employees with required skillsets. As of June 30, 2025, we have 34 full-time employees in India on our company payroll who do not have the right to form unions or strike under their employment agreements or the Indian labor and employment laws. While Ace Green considers its labor relations with its employees amicable, it could still experience workplace dissatisfaction that could trigger bargaining issues with wages and benefits. This may result in work stoppages and disruptions to operations. Changing labor market conditions or aging demographics may also result in labor shortfalls or higher-than-expected wage demands. There can be no assurance that Ace Green will not experience any labor shortages or higher human capital expenses that adversely affects its operations or financial condition.

We are exposed to fluctuations in foreign currency exchange rates.

Ace Green reports its financial results in U.S. dollars, with most of its sales and cash holdings denominated in U.S. dollars. A portion of its operating costs and capital expenditures, however, are incurred in other currencies, including Indian Rupees, Singapore Dollars, Euros, British Pounds, and others. If these currencies appreciate against the U.S. dollar, its operating costs and capital expenditures could increase when converted to U.S. dollars for financial reporting, potentially impacting Ace Green’s financial results and condition.

While Ace Green monitors its exposure to foreign exchange fluctuations and may use hedging contracts periodically, these contracts only offset changes in the value of hedged transactions. Ace Green currently does not have foreign-exchange hedging contracts in place, and there is no guarantee that its future efforts to manage currency risk will be effective. Additionally, there can be no assurance that Ace Green will secure hedging contracts on favorable terms when needed. As a result, fluctuations in foreign currency exchange rates could materially and adversely affect Ace Green’s business, financial performance, and operations.

We may make misjudgments on cost estimate, which could have a negative impact on our financial planning.

Ace Green’s estimates for capital costs, operating expenses, raw material costs, and production may vary significantly from actual results. There is no assurance that actual costs will not exceed our projections. Variances could arise due to factors including, but not limited to, raw material shortages, limited availability of supplies or equipment, inflationary pressures from global supply chain disruptions, higher transportation costs, increased labor expenses, unforeseen construction or operational challenges, fluctuating feedstock and commodity prices, revisions to project plans, or risks related to natural events, labor strikes, or accidents. Many of these factors are beyond its control and could negatively impact Ace Green’s operating cash flow and ability to meet financial obligations.

We are inherently exposed to the risk of fraud, misconduct, or violations of anti-corruption laws.

Ace Green may be exposed to risks of fraud, breaches of anti-corruption laws, and other misconduct by employees, joint venture partners, agents, vendors, customers, or other third parties acting on its behalf. Such activities could lead to significant legal liabilities, financial losses, regulatory penalties, and harm to Ace Green’s reputation.

Misconduct may include misappropriation of funds, fraudulent or deceptive actions, violations of anti-bribery and anti-corruption laws, or other unethical practices performed for personal benefit or contrary to laws and internal policies. As Ace Green’s business expands, the risk of such occurrences may increase.

While Ace Green maintains insurance to mitigate certain business risks, not all risks are insurable, and insurance coverage may not be available or economically feasible. Additionally, insurance policies may not fully cover actual liabilities or could be discontinued by insurers due to circumstances beyond our control.

We are subject to health and safety risks.

Ace Green may face potential liability related to employee health and safety. Adhering to health and safety laws, permits, and regulatory requirements is critical to Ace Green’s operations, and changes to these laws or increased enforcement could impose additional compliance costs or penalties.

Government orders, investigations, or legal claims regarding health and safety could adversely impact its business, increasing operational costs and affecting Ace Green’s reputation and future prospects. Enhanced regulations or enforcement actions may further strain resources and disrupt operations, materially affecting Ace Green’s performance.

We are exposed to risk of catastrophic events, terrorism, and war.

Extraordinary events, including acts of terrorism, wars, and natural disasters, could disrupt Ace Green operations and diminish demand for its products. Certain assets may be particularly vulnerable to targeted attacks, posing risks to operations in the United States and globally.

The impact of such events is unpredictable but could negatively affect the broader economy and the markets Ace Green serves. Direct attacks on Ace Green assets or related infrastructure could result in loss of life, significant property damage, and operational disruption. Moreover, insurance coverage may be insufficient to fully address the costs of such damages or may be prohibitively expensive to obtain.

We may incur future losses and lack profitability.

The Company expects to continue generating negative cash flow from operating activities until it achieves profitable commercial production and substantial licensing revenues. Although Ace Green has access to cash reserves and additional funding options, its ability to continue as a going concern depends on its ability to generate profits from operations or raise capital through equity or debt financing to meet its obligations and repay liabilities as they come due.

We may face uncertainties related to research, development, and evolving technology.

Ace Green’s research and development efforts may not always align with changing customer needs, and competitors may develop more effective or successful technologies. Advances in battery technology may rely on materials other than lead and lithium compounds, which could significantly affect Ace Green’s business and future revenue potential.

Predicting which new technologies will be commercially viable and their market share is uncertain. The development of battery technologies that use less lead or lithium could negatively impact Ace Green’s prospects and financial performance.

We are subject to risks related to joint venture, acquisition, and strategic alliance risks.

Ace Green’s business strategy includes forming joint ventures, acquisitions, and strategic alliances within the battery materials value chain. If Ace Green fails to identify or successfully integrate such arrangements into its operations, it could adversely affect its business.

Joint ventures, acquisitions, and alliances carry additional risks, including distractions to management, insufficient revenue generation to offset the liabilities and costs incurred, and the discovery of unforeseen issues during due diligence, such as product quality, technology challenges, or legal risks. Furthermore, Ace Green may face difficulties integrating these initiatives into its existing operations, potentially impacting its overall performance.

We are exposed to information technology and cybersecurity risks.

The risks associated with information technology and cybersecurity continue to evolve in complexity and severity, particularly due to the increased prevalence of remote work. A cybersecurity breach could potentially compromise the Company’s business, financial, and operational systems and may go undetected for a significant period. Risks from such threats include, but are not limited to, the theft of intellectual property, disruption of business processes, damage to data systems, breaches of privacy and confidentiality, and heightened costs and time commitments to address and prevent future incidents.

To mitigate these risks, the Company has implemented a cybersecurity policy, provided employee training, and adhered to best practices in system maintenance and network upgrades. Despite these precautions, however, a major cybersecurity event could materially disrupt the Company’s operations, leading to long-lasting negative impacts.

Risks Related to Tax and Accounting Matters

There is uncertainty regarding the federal income tax considerations of the redemption to the holders of Athena Class A Common Stock.

We expect that a U.S. Holder that exercises its redemption rights to receive cash from the Trust Account in exchange for its shares of Athena Class A Common Stock will generally be treated as selling such shares of Athena Class A Common Stock resulting in recognition of capital gain or loss. However, there is some uncertainty regarding the federal income tax considerations to holders of Athena Class A Common Stock who exercise their redemption rights. The U.S. federal income tax treatment of a redemption of Athena Class A Common Stock will depend on whether the redemption qualifies as a sale of such Athena Class A Common Stock under Section 302 of the Code, which will depend largely on the total number of shares of Athena Class A Common Stock treated as held by the shareholder electing to redeem its Athena Class A Common Stock (including any stock constructively owned by the holder including as a result of owning Private Placement Warrants or Public Warrants and any of our stock that a holder would directly or indirectly acquire pursuant to the Merger) relative to all of our shares of Athena Class A Common Stock outstanding before and after the redemption. If such redemption is not treated as a sale of Athena Class A Common Stock for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution.

For more information about the material U.S. federal income tax treatment of the redemption rights of holders of Athena Public Shares, see “Material U.S. Federal Income Tax Considerations of Holders of New Ace Green Common Stock and Athena Class A Common Stock — U.S. Holders — U.S. Federal Income Tax Considerations of Ownership and Disposition of New Ace Green Common Stock; Redemption of Athena Public Shares” and “— Non-U.S. Holders — U.S. Federal Income Tax Considerations of Ownership and Disposition of New Ace Green Common Stock; Redemption of Athena Public Shares.” The considerations of a redemption to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Changes to, or changes to interpretations of, the U.S. federal, state, local or other jurisdictional tax laws could have a material adverse effect on our business, financial condition and results of operations.

All statements contained herein concerning U.S. federal income tax (or other tax) consequences are based on existing law and interpretations thereof. The tax regimes to which we are subject or under which we operate, including income and non-income taxes, are unsettled and may be subject to significant change. While some of these changes could be beneficial, others could negatively affect our after-tax returns. Accordingly, no assurance can be given that the currently anticipated tax treatment will not be modified by legislative, judicial or administrative changes, possibly with retroactive effect. In addition, no assurance can be given that any tax authority or court will agree with any particular interpretation of the relevant laws.

State, local or other jurisdictions could impose, levy or otherwise enforce tax laws against us. Tax laws and regulations at the state and local levels frequently change, especially in relation to the interpretation of existing tax laws for new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future taxes, which could have a material adverse effect on our business, financial condition and results of operations.

If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Ace Green stockholders may be required to pay substantial U.S. federal income taxes.

To the extent permitted under applicable law, Athena and Ace Green intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Latham & Watkins LLP and Rimon P.C. each intend to

deliver an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Ace Green and Athena to complete the Merger, however, are not conditioned on the receipt of any such opinion. Each opinion of counsel will be based on customary assumptions and certain representations, warranties, and covenants of Ace Green, Athena and Merger Sub, including that the merger is completed in the manner set forth in the Merger Agreement and the registration statement on Form S-4 of which this proxy statement/prospectus forms a part. If any of these assumptions, representations, warranties, or covenants is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of such opinion of counsel, the validity of such opinion of counsel may be adversely affected. In addition, such opinion of counsel is not free from doubt because there is no authority directly addressing the treatment of all of the particular facts of the Merger for U.S. federal income tax purposes. An opinion of counsel represents counsel’s legal judgment but is not binding on the IRS or any court, nor does an opinion of counsel preclude the IRS from adopting a contrary position. Neither Ace Green nor Athena intends to request a ruling from the IRS with respect to the tax treatment of the Merger, and as a result, no assurance can be given that the IRS will not challenge the tax treatment of the Merger described below or that a court would not sustain such a challenge. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, Ace Green Holders (as defined in “Material U.S. Federal Income Tax Consequences of the Merger to Holders of Ace Green Common Stock”) would be required to recognize any gain with respect to the exchange, pursuant to the Merger, of Ace Green Common Stock for shares of Athena Class A Common Stock and the Earnout Right. See “Material U.S. Federal Income Tax Consequences of the Merger to Holders of Ace Green Common Stock.”

Ace Green’s independent registered public accounting firm’s report for the year ended March 31, 2025, contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

Ace Green’s financial statements have been prepared under the assumption that it will continue as a going concern. Ace Green’s independent auditor has issued a report on Ace Green’s audited financial statement for the years ended March 31, 2025 and March 31, 2024 that includes an explanatory paragraph expressing substantial doubt in Ace Green’s ability to continue as a going concern for one year from the date of such report. Ace Green’s ability to continue as a going concern, and New Ace Green’s ability to continue as a going concern after the consummation of the Business Combination, is dependent on Ace Green’s and New Ace Green’s ability to obtain additional equity or debt financing or to generate cash flow from operations. Ace Green’s financial statements do not include any adjustments that might result from the outcome of this uncertainty. The substantial doubt regarding the potential ability of Ace Green to continue as a going concern may adversely affect its, and New Ace Green’s, ability to obtain such debt or equity financing on reasonable terms or at all, or to execute its business strategies. Additionally, if New Ace Green is unable to continue as a going concern, investors, including holders of New Ace Green Common Stock following the Closing of the Business Combination, may lose some or all of their investment.

Athena’s management has concluded that there is substantial doubt about its ability to continue as a “going concern.”

Athena’s current certificate of incorporation states that Athena must consummate a business combination by June 14, 2026 (the “mandatory liquidation date”) or cease all operations except for the purpose of winding up. If Athena does not consummate a business combination by this date, it will be subject to mandatory liquidation and subsequent dissolution. Athena had a working capital deficit of $10,580,564 as of June 30, 2025 and expects to incur significant expenses related to the consummation of the Business Combination. Management has determined that the liquidity condition and mandatory liquidation, should Athena not consummate a business combination, and potential subsequent dissolution, raises substantial doubt about Athena’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not contain any adjustments that might result should Athena be required to liquidate after June 14, 2026.

Risks Related to the Business Combination and New Ace Green

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Athena Common Stock may decline before the Closing, or the market price of New Ace Green’s securities may decline after the Closing.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Athena Class A Common Stock prior to the Closing may decline. The market value of the Athena Class A Common Stock at the time of the Business Combination may vary significantly from its price on the date that the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which Athena stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Ace Green Common Stock could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment, and Athena Class A Common Stock before the Closing (or New Ace Green Common Stock after the Closing) may trade at a price significantly below the price you paid for it. In such circumstances, the trading price of Athena Class A Common Stock before the Closing (or New Ace Green Common Stock after the Closing) may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of New Ace Green Common Stock after the Closing, irrespective of New Ace Green’s operating performance. The stock market in general and Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Ace Green’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies that investors perceive to be similar to New Ace Green could depress New Ace Green’s stock price regardless of its business, prospects, financial condition or results of operations. A decline in the market price for New Ace Green Common Stock also could adversely affect New Ace Green’s ability to issue additional securities and New Ace Green’s ability to obtain additional financing in the future.

Nasdaq may not list the New Ace Green Common Stock, which could limit investors’ ability to effect transactions in New Ace Green Common Stock and subject it to additional trading restrictions.

We intend to apply to have the New Ace Green Common Stock approved for listing on Nasdaq in connection with the consummation of the Business Combination. We will be required to meet certain initial listing requirements to be listed, including having a minimum number of round lot shareholders. We may not be able to meet the initial listing requirements in connection with the Business Combination. It is a condition to Closing that Athena’s initial listing application with Nasdaq in connection with the Business Combination shall have been conditionally approved and, immediately following the Effective Time, that New Ace Green will satisfy any applicable initial listing requirements of Nasdaq, and in order to consummate the Business Combination the parties would need to waive this condition if Nasdaq has not approved the listing of the New Ace Green Common Stock. Further, even if the New Ace Green Common Stock is so listed, we may be unable to maintain such listing in the future. If we fail to meet the initial listing requirements and Nasdaq does not approve Athena’s application to list the New Ace Green Common Stock and the Athena Warrants (and the parties waive the related closing condition), we could face significant material adverse consequences, including:

•        a limited availability of market quotations for the New Ace Green Common Stock;

•        a reduced level of trading activity in the secondary trading market for the New Ace Green Common Stock, resulting in reduced liquidity with respect thereto;

•        a limited amount of news and analyst coverage for New Ace Green;

•        determination that the shares of New Ace Green Common Stock are a “penny stock,” which will require brokers trading in shares of New Ace Green Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the New Ace Green Common Stock;

•        a decreased ability to issue additional securities or obtain additional financing in the future; and

•        our securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the offer and sale of certain securities, including securities listed on Nasdaq, in which case our securities would be subject to regulation in each state where we offer and sell securities.

Athena’s securities were delisted from trading on NYSE American, which could delay or complicate the listing application for New Ace Green and subject New Ace Green to additional trading restrictions.

On December 19, 2024, NYSE American filed a Form 25 to delist Athena’s securities and to remove such securities from registration under Section 12(b) of the Exchange Act. Such delisting took effect on December 30, 2024. The Athena Class A Common Stock, Athena Units and Public Warrants currently trade on OTC Pink under the symbols “ATEK,” “ATEK.U” and “ATEK WS,” respectively. As Athena’s securities were delisted from NYSE American and are no longer listed on a national securities exchange, we may face significant material adverse consequences including additional questions or requirements from Nasdaq related to our listing application.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination or similar agreements and/or their officers and directors alleging, among other things, that the proxy statement/prospectus filed in connection with such business combination contains false and misleading statements and/or omits material information concerning the business combination. Such lawsuits generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Athena’s and New Ace Green’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, such injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect Athena’s, Ace Green’s and New Ace Green’s respective businesses, financial condition and results of operation. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that they could be. Defending such lawsuits could require Athena and/or New Ace Green to incur significant costs and draw the attention of Athena’s, Ace Green’s and/or New Ace Green’s management away from the Business Combination as well as the ongoing operation of their businesses. Such legal proceedings could also delay or prevent the Business Combination from becoming effective within the agreed-upon timeframe. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time that the Business Combination is consummated may adversely affect New Ace Green’s prospective business, financial condition, results of operations and cash flows.

The announcement of the Business Combination could disrupt Ace Green’s relationships with its customers, providers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Ace Green’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect New Ace Green’s ability to retain and hire key personnel and other employees; and

•        customers, business partners and other parties with which Ace Green maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with New Ace Green or fail to extend an existing relationship with New Ace Green.

If any of the aforementioned risks were to materialize, they could lead to significant costs that may impact New Ace Green’s results of operations and cash available to fund its business.

Third parties may terminate or alter existing contracts or relationships with Ace Green.

Ace Green has contracts with distributors, affiliates, landlords, licensors, and other business partners that may require Ace Green to obtain consent from these other parties in connection with the Business Combination. If Ace Green cannot obtain these consents, the counterparties to these contracts and other third parties with which Ace Green currently has relationships may have the ability to terminate, reduce the scope of, or otherwise materially adversely alter their relationships with Ace Green in anticipation of the Business Combination or with New Ace Green following the Business Combination, which may result in Ace Green or New Ace Green suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit New Ace Green’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the consummation of the Business Combination or the termination of the Merger Agreement.

Subsequent to the consummation of the Business Combination, New Ace Green may be exposed to unknown or contingent liabilities and may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Athena has conducted due diligence on Ace Green, Athena cannot assure you that this diligence has identified all material issues or risks that may be present in Ace Green’s business, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Ace Green’s business and outside of its control will not later arise. As a result of these factors, New Ace Green may be exposed to liabilities and incur additional costs and expenses and it may be forced to later write-down or write-off assets, restructure its operations or incur impairment or other charges that could result in it reporting losses.

Even if Athena’s due diligence has successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Athena’s risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on New Ace Green’s liquidity, the fact that New Ace Green reports charges of this nature could contribute to negative market perceptions of New Ace Green or its securities. Accordingly, any Athena stockholders or holders of Athena Warrants who choose to remain stockholders and warrant holders following the Business Combination could suffer a reduction in the value of their shares or warrants. Such Athena stockholders and warrant holders are unlikely to have a remedy for such reduction in value.

Athena and Ace Green will incur significant transaction and transition costs in connection with the Business Combination.

Athena and Ace Green have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Athena and Ace Green may also incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

Future resales of New Ace Green’s securities may cause the market price of such securities to drop significantly, even if New Ace Green’s business is doing well.

The sale of our securities in the public market, including by entities to which we have issued shares in connection with transactions, or the perception that such sales could occur, could harm the prevailing market price of our securities. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

New Ace Green may issue additional shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of the New Ace Green Common Stock.

Pursuant to the Equity Incentive Plan, following the consummation of the Business Combination, New Ace Green may initially issue an aggregate of up to the number of shares equal to 10% of New Ace Green Common Stock issued and outstanding at the Effective Time on a fully-diluted basis, which amount will automatically increase annually and may further be subject to increase from time to time. For additional information about the Equity Incentive Plan, please

read the discussion under the heading “Proposal No. 5 — The Equity Incentive Plan Proposal.” New Ace Green may also issue additional shares of New Ace Green Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

•        existing stockholders’ proportionate ownership interest in New Ace Green will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each share of previously outstanding New Ace Green Common Stock may be diminished; and

•        the market price of New Ace Green Common Stock may decline.

New Ace Green does not intend to pay dividends on the New Ace Green Common Stock for the foreseeable future.

We currently intend for New Ace Green to retain all available funds and any future earnings to fund the development and growth of its business. As a result, we do not anticipate that New Ace Green will declare or pay any cash dividends on shares of the New Ace Green Common Stock in the foreseeable future following completion of the Business Combination. Any decision to declare and pay dividends in the future will be made at the discretion of the New Ace Green Board and will depend on, among other things, New Ace Green’s business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to its indebtedness, industry trends and other factors that the New Ace Green Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing New Ace Green’s current and future indebtedness. In addition, New Ace Green may incur additional indebtedness, the terms of which may further restrict or prevent New Ace Green from paying dividends on the New Ace Green Common Stock. As a result, you may have to sell some or all of your shares of New Ace Green Common Stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. New Ace Green’s inability or decision not to pay dividends, particularly when others in its industry have elected to do so, could also adversely affect the market price of the New Ace Green Common Stock.

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving customers and negative media coverage, may result in significant decreases in the price of New Ace Green’s securities.

The stock markets experience volatility that is often unrelated to operating performance of the companies whose securities are listed thereon. These broad market fluctuations may adversely affect the trading price of New Ace Green Common Stock and, as a result, there may be significant volatility in the market price of New Ace Green Common Stock. Separately, if New Ace Green is unable to achieve profitability in line with investor expectations, the market price of New Ace Green Common Stock will likely decline when it becomes apparent that such market expectations may not be realized. In addition to operating results, many economic factors outside of New Ace Green’s control could have an adverse effect on the price of New Ace Green Common Stock and increase fluctuations in its results. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, changes in government regulation, foreign currency fluctuations, uncertainty regarding tax policies, the possible effects of war, terrorist and other hostilities, and other factors affecting general conditions in the economy.

An active market for New Ace Green’s securities may not develop, which would adversely affect the liquidity and price of New Ace Green’s securities.

The price of New Ace Green’s securities may vary significantly due to factors specific to New Ace Green as well as to general market or economic conditions. Furthermore, an active trading market for New Ace Green’s securities may never develop or, if developed, may not be sustained. Additionally, if New Ace Green’s securities are not listed on, or become delisted from, Nasdaq for any reason, the liquidity and price of its securities may be more limited than if its securities were listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established and sustained.

New Ace Green may be exposed to risks of legal proceedings.

As a publicly traded company, New Ace Green will be subject to various regulatory requirements, which may result in investigations, claims, lawsuits, and other legal proceedings. While the Company has not faced litigation to date, there is an increasing trend in legal actions related to environmental issues, climate change, ESG (environmental, social and governance) disclosures, and securities class actions. The outcome of any such proceedings is inherently uncertain due to factors such as new evidence, emerging legal theories, judicial decisions, and potential appeals, all of which can make predicting the results of litigation difficult.

Claims for indemnification by New Ace Green’s directors and officers may reduce its available funds to satisfy successful third-party claims against New Ace Green and may reduce the amount of money available to New Ace Green.

As permitted by Section 145 of the DGCL, the Anticipated Bylaws provide and, we anticipate, the indemnification agreements that Ace Green will enter into with its directors will provide, that:

•        New Ace Green will indemnify its directors and officers for serving New Ace Green in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•        New Ace Green may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•        New Ace Green will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•        New Ace Green will not be obligated to indemnify a person with respect to proceedings initiated by that person against New Ace Green or its other indemnitees, except with respect to proceedings authorized by the New Ace Green Board or brought to enforce a right to indemnification;

•        the rights conferred in its bylaws are not exclusive, and New Ace Green is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

•        New Ace Green may not retroactively amend its bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

New Ace Green will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, shares of New Ace Green Common Stock may be less attractive to investors.

New Ace Green will qualify as an “emerging growth company” as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act, and it intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Ace Green’s stockholders may not have access to certain information that they may deem important. New Ace Green will remain an emerging growth company until the earliest of (a) the last day of the fiscal year in which the market value of the shares of New Ace Green Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (b) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (c) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (d) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of the date of the first sale of Athena

Common Stock in the IPO. We cannot predict whether investors will find New Ace Green’s securities less attractive because it will rely on these exemptions. If some investors find New Ace Green’s securities less attractive as a result of its reliance on these exemptions, the trading prices of New Ace Green’s securities may be lower than they otherwise would be, there may be a less active trading market for New Ace Green’s securities and the trading prices of New Ace Green’s securities may be more volatile.

Further, Section 13(a) of the Exchange Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. A smaller reporting company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Ace Green’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Anti-takeover provisions contained in the Proposed Charter and the Anticipated Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Certain provisions in the Proposed Charter or the Anticipated Bylaws could have the effect of delaying or preventing changes in control or changes in New Ace Green’s management without the consent of the New Ace Green Board. These provisions include:

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the exclusive right of the New Ace Green Board to elect a director to fill a vacancy created by the expansion of the board of directors, the resignation, death, or removal of a director, or any other reason, which prevents stockholders from being able to fill vacancies on the New Ace Green Board;

•        the ability of the New Ace Green Board to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

•        the requirement that a special meeting of stockholders may be called only by the Chairman of the New Ace Green Board, New Ace Green’s chief executive officer, or the New Ace Green Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        limiting the liability of, and providing indemnification to, our directors and officers;

•        controlling the procedures for the conduct and scheduling of stockholder meetings; and

•        advance notice procedures that stockholders must comply with in order to nominate candidates to the New Ace Green Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Ace Green.

These provisions, alone or together, could delay hostile takeovers and changes in control of New Ace Green or changes in the New Ace Green Board and New Ace Green’s management.

As a Delaware corporation, New Ace Green also will be subject to provisions of Delaware law, including Section 203 of the DGCL, that will prevent some stockholders holding more than 15% of the outstanding shares of New Ace Green Common Stock from engaging in certain business combinations without approval of the holders of substantially all of the outstanding shares of New Ace Green Common Stock. Any provision of the Proposed Charter, the Anticipated Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for New Ace Green’s stockholders to receive a premium for their shares of New Ace Green Common Stock and could also affect the price that some investors are willing to pay for New Ace Green Common Stock.

Risks Related to New Ace Green Being a Public Company

The market price of New Ace Green Common Stock may fluctuate significantly following the Business Combination and may decline regardless of New Ace Green’s operating performance. You could lose all or part of your investment as a result.

The market price of New Ace Green Common Stock following the Business Combination is likely to be volatile. The stock market in general, and the market for technology companies in particular, have experienced volatility that has often been unrelated to the operating performance or prospects of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Related to Ace Green’s Business and Industry” and the following:

•        the uncertainty resulting from the invasion of Ukraine by Russia, the Israel-Hamas conflict, strategic competition and tensions between Taiwan, China and the United States and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases);

•        New Ace Green’s operating and financial performance and prospects;

•        New Ace Green’s quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•        conditions that impact demand for New Ace Green’s products and/or services;

•        future announcements concerning New Ace Green’s business, our clients’ businesses or our competitors’ businesses;

•        the public’s reaction to New Ace Green’s press releases, other public announcements and filings with the SEC;

•        the market’s reaction to New Ace Green’s reduced disclosure and other requirements as a result of being an emerging growth company;

•        the size of New Ace Green’s public float;

•        coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        market and industry perception of New Ace Green’s success, or lack thereof, in pursuing its growth strategy;

•        strategic actions by New Ace Green’s or its competitors, such as acquisitions or restructurings;

•        changes in laws or regulations, including laws or regulations relating to environmental, health and safety matters or initiatives relating to climate change, or changes in the implementation of regulations by regulatory bodies, that adversely affect New Ace Green’s industry or New Ace Green;

•        privacy and data protection laws, privacy or data breaches, or the loss of data;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        changes in senior management or key personnel;

•        issuances, exchanges or sales, or expected issuances, exchanges or sales of New Ace Green’s capital stock;

•        changes in New Ace Green’s dividend policy;

•        adverse resolution of new or pending litigation against New Ace Green; and

•        changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of New Ace Green Common Stock, regardless of its actual operating performance. These fluctuations may be even more pronounced in the trading markets for New Ace Green Common Stock shortly following the closing of the Business Combination. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Because of the potential volatility of New Ace Green Common Stock, New Ace Green may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from New Ace Green’s business. The realization of any of the above risks or any of a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and material adverse impact on the market price of our common stock following the Business Combination.

There may be increased volatility in the trading of Athena Common Stock due to a lower public float as a result of the prior redemption of shares of Athena Class A Common Stock by Athena stockholders.

Holders of Athena Class A Common Stock have previously elected to redeem 23,176,961, 910,258 and 977,625 shares of Athena Class A Common Stock in connection with the implementation of the First Extension Meeting, Second Extension Meeting and Third Extension Meeting, respectively. Upon completion of such redemptions and after the conversion of shares of Athena Class B Common Stock to shares of Athena Class A Common Stock,            shares of Athena Class A Common Stock remained issued and outstanding as of the Record Date. As a result, there is a lower public float of the Athena Class A Common Stock, which may cause further volatility in the price of our securities and adversely impact our ability to secure financing following the Closing. Holders will have redemption rights in connection with the special meeting to vote on the Business Combination, and consequently, the public float may be further reduced if additional Athena stockholders elect to redeem their shares.

The requirements and increased costs of being a public company may strain New Ace Green’s resources, divert New Ace Green’s management’s attention and affect New Ace Green’s ability to attract and retain qualified board members.

As a public company, New Ace Green will incur significant legal, accounting, and other expenses that Ace Green did not incur as a private company. New Ace Green will be subject to the reporting requirements of the Exchange Act, Nasdaq listing requirements, and other applicable securities rules and regulations, including regarding the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Such expenses may increase even more once New Ace Green no longer qualifies as an emerging growth company. We expect that New Ace Green will need to hire additional accounting, finance, and other personnel in connection with its becoming subject to, and its efforts to comply with, these requirements, and New Ace Green’s management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase New Ace Green’s legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to New Ace Green as a public company may make it more difficult and more expensive for it to obtain director and officer liability insurance, which could make it more difficult for it to attract and retain qualified members of the New Ace Green Board. Ace Green is currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs that New Ace Green may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

New Ace Green’s issuance of additional shares of New Ace Green Common Stock or convertible securities could make it difficult for another company to acquire it, may dilute your ownership of New Ace Green and could adversely affect its stock price.

In connection with the Business Combination, New Ace Green intends to file a registration statement with the SEC on Form S-8 providing for the registration of the offer and sale of shares of New Ace Green Common Stock reserved for issuance and issuable pursuant to Ace Green RSUs and reserved for future issuance under the Equity Incentive Plan. The Equity Incentive Plan will provide for automatic increases in the shares of New Ace Green Common Stock reserved for grant or issuance thereunder, which could result in additional dilution to New Ace Green’s stockholders. Subject to the satisfaction of vesting conditions and the expiration of any applicable lockup restrictions, shares registered under the registration statement on Form S-8 will generally be available for resale immediately in the public market without restriction. From time to time in the future, New Ace Green may also issue additional shares of New Ace Green Common Stock or securities convertible into New Ace Green Common Stock pursuant to a variety of transactions, including acquisitions. New Ace Green may also execute or have executed agreements that allow certain third parties the right to purchase additional shares of New Ace Green Common Stock or securities convertible into New Ace Green Common Stock. The issuance by New Ace Green of additional shares of New Ace Green Common Stock or securities convertible into New Ace Green Common Stock would dilute your ownership of New Ace Green and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of New Ace Green Common Stock.

We expect that New Ace Green will obtain financing or to further increase its capital resources by issuing additional shares of its capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. New Ace Green may sell shares of New Ace Green Common Stock or other securities in any other offering at a price per share that is less than the price per share paid by the investors in the Business Combination, and investors purchasing shares of New Ace Green Common Stock or other securities in the future could have rights superior to existing shareholders. The price per share at which the additional shares of New Ace Green Common Stock or securities convertible or exchangeable into shares of New Ace Green Common Stock will be sold in future transactions may be higher or lower than the price per share paid by investors pursuant to the Business Combination. Further, issuing additional shares of New Ace Green’s capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of New Ace Green’s then-existing stockholders, reduce the market price of the New Ace Green Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit New Ace Green’s ability to pay dividends to the holders of New Ace Green Common Stock. New Ace Green’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of shares of New Ace Green Common Stock will bear the risk that its future offerings may reduce the market price of the New Ace Green Common Stock and dilute their percentage ownership. See the section entitled “Description of New Ace Green’s Securities.”

Future sales, or the perception of future sales, of shares of New Ace Green Common Stock by New Ace Green or its existing stockholders in the public market following the Closing could cause the market price for New Ace Green Common Stock to decline.

The sale of substantial amounts of shares of New Ace Green Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New Ace Green Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New Ace Green to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, assuming the no further redemptions scenario, a total of 28,277,362 shares of New Ace Green Common Stock will be outstanding, consisting of (i) 24,752,475 shares issued to holders of Ace Green Common Stock, (ii) 24,887 shares held by Public Stockholders, and (iii) 3,500,000 shares held by the Sponsor and its affiliates. All shares issued as part of the Aggregate Merger Consideration in the Business Combination will be freely tradable without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 of the Securities Act, referred to herein as “Rule 144”), including our directors, executive officers and other affiliates.

Pursuant to that certain letter agreement, dated December 9, 2021, by and among Athena, certain of its officers and directors, the Sponsor and certain other Athena stockholders party thereto (the “2021 Letter Agreement”), and the Sponsor Support Agreement, the Sponsor and certain of Athena’s directors, officers and stockholders are prohibited from selling, pledging, transferring or otherwise disposing of their ownership interest in New Ace Green Common Stock issuable upon conversion of shares of Athena Class A Common Stock. Of these shares:

•        976,081 will be subject to transfer restrictions until 30 days after the Closing;

•        1,772,547 will remain subject to transfer restrictions until the earlier of (a) six months following the Closing or (b) the first date that the stock price exceeds $12.00 for 20 trading days of any consecutive 30 trading day period ending after the date that is 90 days after the Closing;

•        1,772,547 will remain subject to transfer restrictions until the earlier of (a) (x) in the event that Athena and Ace Green raise $50 million or more as of the Closing, one year following the Closing, and (y) in the event that Athena and Ace Green raise less than $50 million as of the Closing, two years following the Closing, or (b) the first date that the stock price exceeds $15.00 for 20 trading days of any consecutive 30 trading day period ending after the date that is 90 days after the Closing; and

•        1,772,547 will remain subject to transfer restrictions until the earlier of (a) 10 years following the Closing or (b) the first date that the stock price exceeds $17.00 for 20 trading days of any consecutive 30 trading day period ending after the date that is 90 days after the Closing.

In addition, pursuant to the New Registration Rights Agreement, certain stockholders will have the right, subject to certain conditions, to require New Ace Green to register the sale of their shares of New Ace Green Common Stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of the New Ace Green Common Stock to decline. Following completion of the Business Combination, we expect that the shares covered by registration rights will represent approximately            % and             % of the outstanding shares of New Ace Green Common Stock assuming the no further redemptions scenario and the maximum redemptions of Athena Common Stock, respectively. See the section entitled “Certain Agreements Related to the Business Combination — New Registration Rights Agreement” for a description of these registration rights.

In addition, following the completion of the Business Combination, the shares of New Ace Green Common Stock issuable pursuant to the converted Ace Green RSUs and Ace Green Options and the shares reserved for future issuance under the Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares to be initially reserved for future issuance under the Equity Incentive Plan is expected to equal 10% of the fully diluted number of shares of New Ace Green Common Stock outstanding as of the Closing, plus (i) any shares that remain available for issuance under the Ace Green Incentive Plan as of the Closing, and (ii) any shares that are subject to awards under the Ace Green Incentive Plan as of the Closing that become available for grant under the Equity Incentive Plan following the Closing pursuant to the terms of the Equity Incentive Plan. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of New Ace Green Common Stock issuable pursuant to the converted Ace Green RSUs, Ace Green Options and the Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will generally be available for sale in the open market once issued.

Failure to maintain effective internal control over financial reporting could have a material adverse effect on New Ace Green’s business, operating results and stock price.

Prior to the consummation of the Business Combination, Ace Green is neither a publicly listed company nor an affiliate of a publicly listed company, and it has not dedicated accounting personnel and other resources to address internal control over financial reporting and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports and all companies required to file Exchange Act reports with the SEC are required to maintain internal control over financial reporting.

Prior to the Business Combination, neither Ace Green nor its auditors were required to perform an evaluation of internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act as it is a private company. Following the Business Combination, New Ace Green’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting until New Ace Green’s first Annual Report on Form 10-K following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the IPO. If such evaluation were performed, control deficiencies could be identified by New Ace Green’s management, and those control deficiencies could also represent one or more material weaknesses. We cannot predict the outcome of any such determination and whether New Ace Green will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years New Ace Green is unable to assert that its internal control over financial reporting is effective, or if New Ace Green’s auditors express an opinion that New Ace Green’s internal control over financial reporting is ineffective, New Ace Green may fail to meet its reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause New Ace Green’s investors to have less confidence in the accuracy and completeness of its financial reports, which could have a material adverse effect on the price of New Ace Green’s securities.

New Ace Green’s management team has no experience managing a public company.

Members of the New Ace Green management team have no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. The New Ace Green management team may not successfully or efficiently manage New Ace Green’s transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from New Ace Green’s senior management and could divert their attention away from the day-to-day management of its business, which could harm its business, financial condition, and results of operations.

New Ace Green’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause New Ace Green to incur significant expense, hinder execution of business and growth strategy and negatively impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the market price of New Ace Green Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the New Ace Green Board’s attention and resources from New Ace Green’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to New Ace Green’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New Ace Green may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Risks Related to Athena’s Business and the Business Combination

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection refer to Athena.

The Business Combination and New Ace Green becoming a publicly listed company as a result of the Merger differs significantly from an underwritten initial public offering.

There are risks to our stockholders who are not affiliates of the Sponsor of becoming stockholders of New Ace Green through the Business Combination rather than acquiring securities of Ace Green directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of any outside independent review of Athena’s or Ace Green’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (FINRA) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, our stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

In addition, the Sponsor and certain of Athena’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders generally. Such interests may have influenced Athena’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “— The exercise of Athena’s directors’ and officers’ discretion in agreeing to changes or permitted waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of Athena stockholders.” and “— Our Public Stockholders will experience immediate dilution due to the issuance of shares of Athena Class A Common Stock to Ace Green stockholders in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New Ace Green.”

Because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Ace Green Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of New Ace Green Common Stock or helping to stabilize, maintain or affect the public price of New Ace Green Common Stock following the Closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New Ace Green Common Stock that will be outstanding immediately following the Closing. All of these differences from an underwritten public offering of Ace Green’s securities could result in a more volatile price for New Ace Green Common Stock.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Ace Green became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

The unaudited pro forma financial information included herein may not be indicative of what New Ace Green’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of New Ace Green’s results if the Business Combination is completed.

Athena and Ace Green currently operate as separate companies and have had no prior history as a combined entity, and Ace Green’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Ace Green. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited

Pro Forma Condensed Combined Financial Information” has been derived from Athena’s and Ace Green’s historical financial statements and certain adjustments and assumptions have been made regarding Ace Green after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of New Ace Green.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Ace Green’s financial condition or results of operations following the Closing. Any potential decline in Ace Green’s financial condition or results of operations may cause significant variations in the price of the New Ace Green Common Stock.

The Sponsor and Athena’s officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

The Sponsor and Athena’s officers and directors have agreed to vote any shares of Athena Common Stock owned by them in favor of the Business Combination, including their shares of Athena Class A Common Stock and any Public Shares purchased after our IPO (including in open market and privately negotiated transactions). As of the Record Date, the Sponsor and certain of Athena’s current and former officers and directors beneficially own an aggregate of approximately            % of the outstanding shares of Athena Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares of Athena Common Stock in accordance with the majority of the votes cast by the Public Stockholders.

Athena may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.

The Existing Charter provides that Athena must complete an initial business combination by the Extension Deadline. Athena may not be able to complete an initial business combination by such date. If Athena has not consummated an initial business combination prior to the Extension Deadline, it will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Athena to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the Athena Board, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law, in which case its Public Stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless.

At Closing, the trading price per share of New Ace Green Common Stock may be less than the per share value of the Trust Account.

Although the parties to the Business Combination have agreed to the relative consideration to be provided to Ace Green stockholders and Athena stockholders on the basis that shares of New Ace Green Common Stock are valued at $10.00 per share, the cash backed value per share of New Ace Green Common Stock following the Business Combination is expected to be substantially less than $10.00 per share. The cash held in the Trust Account as of September 12, 2025 was approximately $11.69 per Public Share. Accordingly, Public Stockholders who do not exercise redemption rights will receive shares of New Ace Green Common Stock that will have a value ascribed to them by their trading price as of two business days prior to the special meeting, which may be substantially less than the amount they would have received upon exercise of redemption rights. See “Questions and Answers About the Business Combination — What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?” In particular, the shares of most companies that are the result of a recently

completed business combination between a special purpose acquisition company and an operating company have traded at prices substantially below $10.00 per share. As such, Public Stockholders who do not exercise redemption rights may hold securities that never obtain a value equal to or exceeding the per share value of the Trust Account.

Athena’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

In connection with Athena’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements — Going Concern,” Athena has determined that there is substantial doubt about the company’s ability to continue as a going concern. Such doubt carries additional risk if the Business Combination is not consummated. In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, Athena’s management has considered that if Athena is unable to complete an initial business combination by June 14, 2026, then Athena will cease all operations except for the purpose of liquidating. The current date for mandatory liquidation and subsequent dissolution raises substantial doubt about Athena’s ability to continue as a going concern, but no adjustments have been made to the carrying amounts of assets or liabilities should Athena be required to liquidate after June 14, 2026; the potential subsequent dissolution would raise substantial doubt about Athena’s ability to continue as a going concern. Athena’s unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if Athena is unable to continue as a going concern. See “Athena Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources”

The previous restatement of Athena’s financial statements may lead to additional risks and uncertainties, including regulatory, litigation, stockholder or other actions, loss of investor and counterparty confidence and negative impacts on Athena’s stock price if the business combination is not consummated.

As a result of the restatement of Athena’s previously issued unaudited condensed financial statements contained in its Quarterly Report on Form 10-Q for the three months ended September 30, 2023, Athena is subject to additional risks, including unanticipated costs for accounting and legal fees in connection with or related to the restatement. In addition, the attention of Athena’s management team may be diverted by these efforts. Athena could also be subject to regulatory, litigation, stockholder, or other actions in connection with the restatement, which would, regardless of the outcome, consume management’s time and attention and may result in additional legal, accounting, and other costs. If Athena does not prevail in any such proceedings, Athena could be required to pay damages or settlement costs, which could be material. In addition, the restatement and related matters could have a negative effect on Athena’s reputation or on the Business Combination or any future proposed business combination, or could cause Athena’s customers, stockholders, or other counterparties to lose confidence in Athena. Any of these occurrences could have a material adverse effect on Athena’s business, results of operations, financial condition, and stock price.

Athena may be unable to obtain additional financing to complete the Business Combination, which could compel Athena to restructure or abandon the Business Combination.

Athena may be required to seek additional financing to complete the Business Combination. Athena cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete the Business Combination, Athena would be compelled to either restructure the transaction or abandon the Business Combination and seek an alternative target business candidate. Further, Athena may be required to obtain additional financing in connection with the closing of the Business Combination for general corporate purposes, including for maintenance or expansion of operations of New Ace Green, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, or to fund the purchase of other companies. If Athena is unable to complete an initial business combination, the Public Stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Stockholders, and the Athena Warrants will expire worthless. In addition, even if Athena does not need additional financing to complete the Business Combination or another business combination, Athena may require such financing to fund the operations or growth of New Ace Green or another target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of New Ace Green or another target business. None of Athena’s officers, directors or stockholders is required to provide any financing to Athena in connection with or after the Business Combination.

The Athena Warrants will become exercisable for New Ace Green Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Outstanding Athena Warrants to purchase an aggregate of 12,678,500 shares of New Ace Green Common Stock will become exercisable 30 days after the completion of the Business Combination. Each whole warrant will entitle the holder thereof to purchase one share of New Ace Green Common Stock at a price of $11.50 per whole share, subject to adjustment. The Athena Warrants may be exercised only for a whole number of shares of New Ace Green Common Stock. To the extent that such warrants are exercised, additional shares of New Ace Green Common Stock will be issued, which will result in dilution to the then existing holders of New Ace Green Common Stock and an increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New Ace Green Common Stock.

Because the market price of shares of Athena Class A Common Stock will fluctuate, Ace Green’s stockholders cannot be sure of the value of the consideration they will receive in the Merger.

The Aggregate Merger Consideration that Ace Green stockholders will receive is a fixed number of shares of Athena Class A Common Stock; it is not a number of shares with a particular fixed market value. See the section entitled “The Merger Agreement.” The market value of Athena Class A Common Stock and Ace Green Common Stock at the Closing may vary significantly from their respective values on the date on which the Merger Agreement was executed or at other dates, including the date on which Ace Green stockholders provide written consent to the approval of the Merger Agreement and the transactions contemplated thereby. As the Aggregate Merger Consideration will not be adjusted to reflect any changes in the market value of shares of Athena Class A Common Stock or Ace Green Common Stock, the market value of the shares of Athena Class A Common Stock issued in connection with the Business Combination and the Ace Green Common Stock converted in connection with the Business Combination may be higher or lower than the values of those shares on earlier dates, and may be higher or lower than the value used to determine the Exchange Ratio. Accordingly, at the time of providing written consent to approve the Merger Agreement and the Business Combination, Ace Green stockholders will not know or be able to calculate the market value of the shares of Athena Class A Common Stock they would receive upon the completion of the Business Combination. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of Athena or Ace Green, regulatory considerations and general business, market, industry or economic conditions. Many of these factors are outside of the control of Athena and Ace Green.

The Public Stockholders will experience immediate dilution due to the issuance of shares of Athena Class A Common Stock to Ace Green stockholders in the Business Combination. Having a minority share position may reduce the influence that Athena’s current stockholders have on the management of New Ace Green.

We anticipate that, following the completion of the Business Combination (for illustrative purposes), Athena’s existing stockholders, including the Sponsor, will retain an ownership interest in the range of 12.47%, 12.45%, 12.42%, 12.41% and 12.39% of New Ace Green under the no further redemptions, 25% redemptions, 50% redemptions, 75% redemptions and maximum redemptions scenarios, respectively, Ace Green stockholders will own an amount in the range of 87.53%, 87.55%, 87.57%, 87.59% and 87.61% of New Ace Green under the no further redemptions, 25% redemptions, 50% redemptions, 75% redemptions and maximums redemption scenarios, respectively. For a description of the assumptions used in the no further redemptions, 50% redemptions and maximum redemptions scenarios, please see the section entitled “Questions and Answers About the Business Combination — What equity stake will current Athena stockholders and Ace Green stockholders have in New Ace Green?” To the extent that any of the Athena Warrants are exercised for New Ace Green Common Stock, current Athena and Ace Green stockholders may experience substantial dilution. Such dilution could, among other things, limit the ability of such current stockholders to influence management of New Ace Green through the election of directors following the Business Combination.

Neither Athena nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-Closing adjustment to be made to the Aggregate Merger Consideration in the event that any of the representations and warranties made by Ace Green in the Merger Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by Ace Green and Athena to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, Athena and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing

adjustment to be made to the Aggregate Merger Consideration if any representation or warranty made by Ace Green in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Athena would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions that must be fulfilled in order to complete the Business Combination. Those conditions include: (i) approval of the Business Combination and related agreements and transactions by the respective stockholders of Athena and Ace Green; (ii) effectiveness of the Registration Statement on Form S-4 filed in connection with the Business Combination; (iii) the absence of any order or law enjoining, prohibiting or making illegal the consummation of the Business Combination; (iv) receipt of approval for listing on Nasdaq the shares of New Ace Green Common Stock to be issued in connection with the Business Combination; (v) the aggregate amount of the PIPE Investment and cash remaining in the Trust Account following redemptions of shares of Athena Common Stock in connection with the Merger being at least $7,500,000; and (vi) other conditions as set forth in the subsection entitled “The Business Combination — Conditions to Closing of the Merger Agreement.” The completion of the Business Combination is not assured and is subject to risks, including the risk that the foregoing conditions are not timely satisfied.

In addition, the parties can mutually decide to terminate the Merger Agreement any time, before or after stockholder approval, or Athena or Ace Green may elect to terminate the Merger Agreement in certain other circumstances. For additional information please see the subsection entitled “The Business Combination — Termination.” If the Business Combination is not completed, Athena and Ace Green could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Merger Agreement;

•        negative reactions from the financial markets, including declines in the price of the Athena Class A Common Stock due to the fact that current prices reflect a market assumption that the Business Combination will be completed;

•        the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination; and

•        we will have a limited period of time, if any, to complete an alternative initial business combination and we may not be as attractive to potential alternative partners to an initial business combination if we are unable to complete the Business Combination.

We may waive one or more of the conditions to the Business Combination.

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Business Combination, to the extent permitted by the Existing Charter and applicable laws. For example, it is a condition to our obligations to close the Business Combination that certain of Ace Green’s representations and warranties are true and correct in all material respects as of the Closing Date. However, if the Athena Board determines that it is in our stockholders’ best interest to waive any such breach, then the Athena Board may elect to waive that condition and close the Business Combination. We are not able to waive the condition that our stockholders approve the Business Combination.

The exercise of Athena’s directors’ and officers’ discretion in agreeing to changes or permitted waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of Athena stockholders.

In the period leading up to the Closing events may occur that, pursuant to the Merger Agreement, would require Athena to agree to amend the Merger Agreement, to consent to certain actions taken by Ace Green or to waive rights that Athena is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Ace

Green’s business, a request by Ace Green to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Ace Green’s business and would entitle Athena to terminate the Merger Agreement. In any of such circumstances, it would be at Athena’s discretion, acting through the Athena Board, to grant its consent or waive those rights. For example, Athena could agree to waive the Closing condition related to no material adverse effect having occurred with respect to Ace Green between the date of the Merger Agreement and the Closing. If Athena were to waive this Closing condition and proceed to Closing of the Business Combination, the price of New Ace Green Common Stock could be materially depressed.

The existence of the financial and personal interests of the directors described herein may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Athena and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Athena does not believe there will be any material changes or waivers that Athena’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Athena will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Athena’s ability to successfully effect the Business Combination and New Ace Green’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Ace Green, all of whom Athena and Ace Green expect to stay with New Ace Green following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Athena’s ability to successfully effect the Business Combination and New Ace Green’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Ace Green. Although Athena expects key personnel to remain with New Ace Green following the consummation of the Business Combination, there can be no assurance that they will do so. It is possible that Ace Green or New Ace Green will lose some key personnel, the loss of which could negatively impact the operations and profitability of New Ace Green. Furthermore, following the Closing, certain of the key personnel of Ace Green who will become the management of New Ace Green may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause New Ace Green to have to expend time and resources helping them become familiar with such requirements.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. As a result, Public Stockholders may be forced to sell their Public Shares or Public Warrants to liquidate their investment, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) Athena’s completion of an initial business combination, and then only in connection with those shares of Athena Class A Common Stock that such Public Stockholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Existing Charter (A) to modify the substance or timing of Athena’s obligation to redeem 100% of the Public Shares if Athena does not complete an initial business combination by the Extension Deadline or (B) with respect to any other material provisions of the Existing Charter relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of the Public Shares if Athena is unable to complete an initial business combination by the Extension Deadline, subject to applicable law and as further described herein. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate their investment, Public Stockholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

Athena may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

Athena has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, Athena’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account. Accordingly, any indemnification provided will be able to be satisfied by Athena only if (i) Athena has sufficient funds outside of the Trust Account or (ii) Athena consummates an initial business combination. Athena’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against Athena’s officers and directors, even though such an action, if successful,

might otherwise benefit Athena and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that Athena pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

If, after Athena distributes the proceeds in the Trust Account to its stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against Athena that is not dismissed, any distributions received by Athena’s stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Athena’s stockholders. In addition, the Athena Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and Athena to claims of punitive damages, by paying Athena’s stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the Public Stockholders, Athena files a bankruptcy petition or an involuntary bankruptcy petition is filed against Athena that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Athena’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Athena’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise have been received by Athena’s stockholders in connection with Athena’s liquidation would be reduced.

The Sponsor and Athena’s officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the Athena Board’s recommendation that Athena’s stockholders vote in favor of the approval of the Business Combination Proposal, Athena’s stockholders should be aware that the Sponsor and certain of Athena’s executive officers and directors have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of Athena’s other stockholders. These interests include:

•        the beneficial ownership of the Sponsor and certain current and former members of the Athena Board and officers of an aggregate of 9,835,000 shares of Athena Class A Common Stock, which were acquired as shares of Athena Class B Common Stock at the time of Athena’s formation and the IPO and subsequently converted to shares of Athena Class A Common Stock, would become worthless if Athena does not complete a business combination by the Extension Deadline, as such stockholders have waived any redemption right with respect to those shares. After giving effect to the Business Combination, the Sponsor and certain current and former members of the Athena Board and officers would own up to an aggregate of 3,500,000 shares of Athena Class A Common Stock. Such shares have an aggregate market value of approximately $            million, based on the closing price of Athena Class A Common Stock of $            on OTC Pink on            , 2025;

•        the continued indemnification of current directors and officers of Athena and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and Athena’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•        the fact that of Athena will serve as a director on the New Ace Green Board; and

•        the fact that the Sponsor and Athena’s current and former officers and directors will lose their entire investment in Athena if it does not complete an initial business combination.

These interests may influence Athena’s directors in making their recommendation that you vote in favor of the Business Combination Proposal. These interests were considered by the Athena Board when it approved the Merger Agreement and the Business Combination.

Athena may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least a majority of the then outstanding Public Warrants or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of New Ace Green Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.

The Public Warrants were issued in registered form under the Athena Public Warrant Agreement between Continental Stock Transfer & Trust Company, N.A., as warrant agent, and Athena. The Athena Public Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, Athena may amend the terms of the Public Warrants (i) in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment or (ii) to the extent necessary for the Public Warrants to allow for the warrants to be classified as equity in the financial statements without the consent of any holder. Although Athena’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of Athena Class A Common Stock purchasable upon exercise of a Public Warrant.

Athena may redeem your unexpired Athena Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Athena Warrants worthless.

Athena has the ability to redeem outstanding Athena Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of Athena Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which Athena gives proper notice of such redemption, provided that on the date Athena gives notice of redemption and during the entire period thereafter until the time Athena redeems the Athena Warrants, it has an effective registration statement under the Securities Act covering the shares of Athena Class A Common Stock issuable upon exercise of the Athena Warrants and a current prospectus relating to them is available. If and when the Athena Warrants become redeemable, Athena may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, Athena may redeem the Athena Warrants as set forth above even if the holders are otherwise unable to exercise the Athena Warrants. Redemption of the outstanding Athena Warrants could force you (i) to exercise your Athena Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Athena Warrants at the then-current market price when you might otherwise wish to hold your Athena Warrants or (iii) to accept the nominal redemption price that, at the time the outstanding Athena Warrants are called for redemption, is likely to be substantially less than the market value of your Athena Warrants.

The Public Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of Athena Public Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with Athena.

The Public Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Athena arising out of or relating in any way to the Public Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that Athena irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. Athena will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Public Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our public warrants shall be deemed to have notice of and to have consented to the forum provisions in the Public Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Public Warrant Agreement, is filed in a court other than a court of the State of New York or

the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of Athena Public Warrants, such holder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, and (ii) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Athena, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Public Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Athena may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Athena’s business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The Existing Charter and the Proposed Charter require, to the fullest extent permitted by law, that derivative actions brought in Athena’s or New Ace Green’s name, as applicable, against their respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against Athena’s or New Ace Green’s directors, officers, other employees or stockholders, as applicable.

The Existing Charter and the Proposed Charter require, to the fullest extent permitted by law, that derivative actions brought in Athena’s or New Ace Green’s name, as applicable, against their respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except, under the Existing Charter, any action (i) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within 10 days following such determination), (ii) that is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (iii) for which the Court of Chancery does not have subject matter jurisdiction.

Any person or entity holding any Athena or New Ace Green securities will be deemed to have notice of and consented to the forum provisions in the Existing Charter and the Proposed Charter. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Athena or New Ace Green, as applicable, or any of their respective directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although their respective stockholders will not be deemed to have waived their compliance with federal securities laws and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in the Existing Charter and the Proposed Charter. If a court were to find such provision to be inapplicable or unenforceable in an action, Athena or New Ace Green, as applicable, may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition. The Proposed Charter also provides that, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As noted above, the Proposed Charter provides that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Due to the concurrent jurisdiction for federal and state courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive form provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Ace Green, its business, or its market, or if they change their recommendations regarding New Ace Green’s securities adversely, the price and trading volume of New Ace Green’s securities could decline.

The trading market for New Ace Green’s securities will be influenced by the research and reports that industry or securities analysts may publish about New Ace Green, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New Ace Green. If no securities or industry analysts commence coverage of New Ace Green, New Ace Green’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New Ace Green change their recommendation regarding New Ace Green Common Stock adversely, or provide more favorable relative recommendations about New Ace Green’s competitors, the price of shares of New Ace Green Common Stock would likely decline. If any analyst who may cover New Ace Green were to cease coverage of New Ace Green or fail to regularly publish reports on it, New Ace Green could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination, including the Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments in the United States. In particular, we are required to comply with certain SEC and other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.

On January 24, 2024, the SEC adopted new rules relating to, among other items: disclosures in business combination transactions involving SPACs and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act. These rules may materially increase the costs and time required to negotiate and complete an initial business combination and could potentially impair Athena’s ability to complete an initial business combination.

Athena may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is a Delaware limited liability company, and is not controlled by, nor has substantial ties with any non-U.S. person. Athena does not expect that it will be considered a “foreign person” under the regulations administered by CFIUS. However, if its initial business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the Merger or another initial business combination falls within CFIUS’s jurisdiction, Athena may determine that Athena is required to make a mandatory filing or that Athena will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay its initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order Athena to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent Athena from pursuing certain initial business combination opportunities that Athena believes would otherwise be beneficial

to Athena and its stockholders. As a result, the pool of potential targets with which Athena could complete an initial business combination may be limited and Athena may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and Athena have limited time to complete its initial business combination. If Athena cannot complete its initial business combination by June 14, 2026 because the review process extends beyond such timeframe or because its initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, Athena may be required to liquidate. If Athena is unable to complete an initial business combination and liquidates, the Public Stockholders may receive only approximately $10.10 per share on the liquidation of the Trust Account and the Athena Warrants will expire worthless. In certain circumstances, the Public Stockholders may receive less than $10.10 per share on the redemption of their shares. This will also cause Athena stockholders to lose the investment opportunity in the Merger and the chance of realizing future gains on their investment through any price appreciation in New Ace Green.

If Athena is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities would be severely restricted and, as a result, Athena may abandon its efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company, and it is possible that a claim could be made that Athena has been operating as an unregistered investment company. If Athena is deemed to be an investment company under the Investment Company Act, it may be required to register as an investment company under such act. Further, Athena’s activities and operations would be severely restricted, including:

•        restrictions on the nature of its investments; and

•        restrictions on the issuance of securities;

each of which may make it difficult for Athena to complete the Business Combination or another initial business combination and may instead force Athena to wind down its operations and liquidate.

In order not to be regulated as an investment company under the Investment Company Act, unless Athena can qualify for an exclusion, it must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Athena’s business is to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term.

Athena does not believe that its principal activities will subject it to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), Athena intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Athena’s securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of Athena’s primary business objective, which is a business combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Existing Charter to modify the substance or timing of Athena’s obligation to provide for the redemption of the Public Shares in connection with an initial business combination or to redeem 100% of the Public Shares if it does not complete our initial business combination by the Extension Deadline; and (iii) absent a business combination, Athena’s return of the funds held in the Trust Account to the Public Stockholders as part of its redemption of the Public Shares. If Athena does not invest the proceeds as discussed above, it may be deemed to be subject to the Investment Company Act. If Athena were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which it has not allotted funds and may hinder its ability to consummate the Business Combination or another initial business combination, and Athena might be forced to abandon its efforts to complete an initial business combination and instead be required

to liquidate. If Athena is unable to complete an initial business combination, the Public Stockholders may receive only approximately $10.10 per share on the liquidation of the Trust Account and the Athena Warrants will expire worthless. In certain circumstances, the Public Stockholders may receive less than $10.10 per share on the redemption of their shares. Additionally, Athena stockholders would lose the investment opportunity in the Merger and the chance of realizing future gains on their investment through any price appreciation in New Ace Green.

Risks Related to Redemptions

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection refer to Athena.

If a stockholder fails to receive notice of Athena’s offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Athena will comply with applicable proxy rules when conducting redemptions in connection with the Business Combination. Despite Athena’s compliance with these rules, if a stockholder fails to receive Athena’s proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that Athena furnishes to the Public Stockholders in connection with the Business Combination will describe the various procedures that must be complied with in order to validly redeem Public Shares. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

If we are unable to consummate our initial business combination, Public Stockholders may be forced to wait until after the Extension Deadline before redemption from the Trust Account.

If we are unable to consummate our initial business combination by the Extension Deadline, we will distribute the aggregate amount then on deposit in the Trust Account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of Public Stockholders from the Trust Account shall be affected automatically by function of our Existing Charter prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to the Public Stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of Delaware Law. In that case, investors may be forced to wait beyond the Extension Deadline, before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Stockholders be entitled to distributions if we are unable to complete our initial business combination.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the issued and outstanding shares of Athena Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding shares of Athena Class A Common Stock.

The Existing Charter provides that a Public Stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of Athena Class A Common Stock sold in the IPO without Athena’s prior written consent. The inability of a stockholder to redeem an aggregate of more than 15% of the shares of Athena Class A Common Stock sold in the IPO will reduce its influence over Athena’s ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in Athena if it sells such Excess Shares in open market transactions.

If third parties bring claims against Athena, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share.

Athena’s placing of funds in the Trust Account may not protect those funds from third-party claims against Athena. Although Athena has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business (except its independent registered accounting firm) execute agreements with

The imposition of the Excise Tax could cause a reduction in Athena’s cash available on hand to complete the Business Combination or for effecting redemptions and may affect Athena’s ability to complete a business combination, fund future operations or make distributions to stockholders. In addition, the Excise Tax could cause a reduction in the per share amount payable to Athena’s public stockholders in the event Athena liquidates the Trust Account due to a failure to complete an initial business combination within the requisite timeframe.

In connection with the Athena stockholders’ vote at the Special Meeting of Stockholders held on June 13, 2023, there were 23,176,961 shares of Athena Class A Common Stock tendered for redemption and approximately $239,604,919 was paid out of the Trust Account to the redeeming stockholders. Athena recorded 1% excise tax based on the amount redeemed or an aggregate amount of $2,396,049 excise tax payable as of December 31, 2023.

In connection with the Athena stockholders’ vote at the Special Meeting of Stockholders held on March 12, 2024, there were 910,258 shares of Athena Class A Common Stock tendered for redemption and approximately $10,179,663 was paid out of the Trust Account on April 5, 2024 to the redeeming stockholders. Athena has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $101,797.

In connection with the Athena stockholders’ vote at the 2024 Annual Meeting held on December 10, 2024, there were 977,625 shares of Athena Class A Common Stock tendered for redemption and approximately $11,497,959 was paid out of the Trust Account on December 11, 2024 to the redeeming stockholders. Athena has recorded 1% excise tax based on the amount redeemed or an aggregate amount of $114,980 excise tax payable. As of June 30, 2025, Athena’s aggregate excise tax payable amounted to $3,688,337 including interest and penalties.

In connection with the Athena stockholders’ vote at the Special Meeting of Stockholders held on September 10, 2025, there were 285,269 shares of Athena Class A Common Stock tendered for redemption and approximately $3,335,294 was paid out of the Trust Account on April 5, 2024 to the redeeming stockholders. Athena plans to record 1% excise tax based on the amount redeemed or an aggregate amount of $33,353.

Pursuant to Internal Revenue Service regulations, Athena was required to file a return and remit payment for the 2023 excise tax liability of $2,396,049 on or before October 31, 2024. In December 2024, the Internal Revenue Service issued a notice to Athena asserting that $3,284,389.20 is payable with respect to Athena’s 2023 excise tax liability and associated interest and penalties. The amount payable will continue to increase until paid as a result of penalties and interest. Athena recognized a total of $888,340 in interest and penalties with respect to the 2023 excise tax liability through December 31, 2024. Athena was required to file a return and remit payment for the 2024 excise tax liabilities on or before April 30, 2025. As of the date of this proxy statement/prospectus, Athena has not filed a return for the 2024 excise tax liabilities.

Athena filed a return for the 2023 excise tax liability on November 5, 2024, and as of the date of this proxy statement/prospectus, such excise tax remains unpaid. Athena is currently evaluating its options with respect to payment of this obligation and additional excise tax payment obligations as a result of the share redemptions in 2024. To the extent Athena has not and does not timely pay its obligations in full, it will be subject to additional interest and penalties, which are currently estimated at 10% interest per annum and a 0.5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from the due date of payment until paid in full.

SPECIAL MEETING OF Athena STOCKHOLDERS

The Athena Special Meeting

We are furnishing this proxy statement/prospectus to our stockholders as part of the solicitation of proxies by the Athena Board for use at the special meeting to be held on            , 2025 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about            , 2025. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place of the Special Meeting

The special meeting will be held on            , 2025, at            , Eastern Time, conducted via live webcast at the following address            . You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. Athena recommends that you log in at least 15 minutes before the special meeting to ensure that you are logged in when the special meeting starts. Please note that you will not be able to physically attend the special meeting.

Purpose of the Special Meeting

At the special meeting, Athena will ask its stockholders to vote in favor of the following proposals:

•        The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

•        The Charter Proposal — a proposal to approve and adopt, upon consummation of the Business Combination, the Proposed Charter.

•        The Advisory Charter Proposal — a proposal to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter.

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Ace Green.

•        The Equity Incentive Plan Proposal — a proposal to approve and adopt the Equity Incentive Plan, to be effective upon the Closing.

•        The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable Nasdaq listing rules, the issuance of shares of Athena Class A Common Stock pursuant to the Merger Agreement in connection with the Business Combination.

•        The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Recommendation to Athena Stockholders

The Athena Board believes that each of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Adjournment Proposal to be presented at the special meeting is in the best interests of Athena and our stockholders and unanimously recommends that its stockholders vote “FOR” each of these proposals, including “FOR” each of the director nominees.

When you consider the recommendation of the Athena Board in favor of approval of the Business Combination Proposal, you should keep in mind that Athena’s directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

•        the beneficial ownership of the Sponsor and certain current and former members of the Athena Board and officers of an aggregate of 9,835,000 shares of Athena Class A Common Stock, which would become worthless if Athena does not complete a business combination by the Extension Deadline, as such

stockholders have waived any redemption right with respect to those shares. After giving effect to the Business Combination, the Sponsor and certain current and former members of the Athena Board and officers would own up to an aggregate of 3,500,000 shares of Athena Class A Common Stock. Such shares have an aggregate market value of approximately $            million, based on the closing price of Athena Class A Common Stock of $            on OTC Pink on            , 2025;

•        the continued indemnification of current directors and officers of Athena and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and Athena’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•        the fact that            will serve as a director on the Board of Directors of New Ace Green; and

•        the fact that the Sponsor and Athena’s current and former officers and directors will lose their entire investment in Athena if an initial business combination is not completed.

These interests may influence Athena’s directors in making their recommendation that you vote in favor of the approval of the Merger Agreement and the Business Combination. These interests were considered by the Athena Board when the Athena Board approved the Merger Agreement and the Business Combination.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of Athena Class A Common Stock at the close of business on            , 2025, which is the Record Date for the special meeting. You are entitled to one vote for each share of Athena Class A Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were            shares of Athena Class A Common Stock outstanding and no shares of Athena Class B Common Stock outstanding. The Sponsor holds 9,835,000 shares of Athena Class A Common Stock.

The Sponsor and our officers and directors have agreed to vote all of their shares of Athena Common Stock, including any Public Shares acquired by them in favor of the Business Combination Proposal. The Athena Warrants do not have voting rights at the special meeting.

Voting Your Shares

Each share of Athena Class A Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting. Your one or more proxy cards show the number of shares of Athena Common Stock that you own.

If you are a holder of record, there are two ways to vote your shares of Athena Common Stock at the special meeting:

•        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Athena Common Stock will be voted as recommended by the Athena Board. With respect to proposals for the special meeting, that means: “FOR” each of the proposals and “FOR” each of the director nominees.

•        You can attend the special meeting and vote in person online. However, if your shares of Athena Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of Athena Common Stock.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of Athena Common Stock, you may call Sodali & Co, our proxy solicitor, at (800) 662-5200 (toll free) or banks and brokers can call collect at (203) 658-9400.

Quorum and Vote Required for the Athena Proposals

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the Athena Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. Abstentions, votes withheld and broker non-votes will count as present for the purposes of establishing a quorum.

The approval of the Charter Proposal requires the affirmative vote (in person or by proxy) of the majority of the issued and outstanding shares of the Athena Class A Common Stock, as well as the vote of a majority of the issued and outstanding shares of Athena Class A Common Stock and Athena Class B Common Stock, voting together as a single class. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting, or a broker non-vote will have the same effect as a vote against this proposal.

The approval of the Business Combination Proposal, the Advisory Charter Proposal, Equity Incentive Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of Athena Common Stock, voting together as a single class, that are cast thereon at the special meeting. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Athena Common Stock, voting together as a single class, that are cast thereon at the special meeting. Accordingly, an Athena stockholder’s failure to vote by proxy or to vote in person online at the special meeting, a vote withheld or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Pursuant to the Merger Agreement, the Business Combination is conditioned upon the approval of holders of the requisite number of shares of Athena to approve and adopt the Merger Agreement and the Business Combination and to approve the other proposals described in this proxy statement/prospectus.

In accordance with the Support Agreement, entered into concurrently with the execution of the Merger Agreement, holders of 9,835,000 shares of Athena Class A Common Stock (or 99.7% of the outstanding shares of Athena Common Stock as of the Record Date) have agreed to vote in favor of each of the proposals, subject to certain customary conditions. Assuming all of the outstanding shares of Athena Common Stock vote on each proposal, each of the Charter Proposal, Advisory Charter Proposal, Business Combination Proposal, Equity Incentive Plan Proposal, Nasdaq Proposal, Adjournment Proposal and each director nominee pursuant to the Election of Directors Proposal will not require the affirmative vote of any additional shares of outstanding Athena Common Stock (voting together as a single class) in order to be approved.

Abstentions, Votes Withheld and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Athena believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions, votes withheld and broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of Athena stockholders. For purposes of approval of all proposals other than the Election of Directors Proposal, an abstention or failure to vote will have the same effect as a vote against the Charter Proposal, and will have no effect on any of the other proposals. A vote withheld or failure to vote will have no effect on the Election of Directors Proposal.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the special meeting or at such meeting by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify the Proxy Solicitor before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy and vote in person online, as indicated above.

No Additional Matters May Be Presented at the Meeting

This meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Charter Proposal, the Election of Directors Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal, and the Adjournment Proposal. Under the current bylaws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the meeting if they are not included in the notice of the meeting.

Redemption Rights

Pursuant to the Existing Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account not previously released to Athena to pay its taxes, provided that such stockholders follow the specific procedures for redemption set forth in this proxy statement/prospectus. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to Athena to pay its taxes, as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $290,972 on September 12, 2025, the estimated per share redemption price would have been approximately $11.69.

Redemption rights are not available to holders of Athena Warrants in connection with the Business Combination.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on            , 2025 (two business days before the special meeting):

•        Check the box on the enclosed proxy card to elect redemption;

•        Submit a request in writing, which includes the name of the beneficial owner of the shares to be redeemed, that Athena redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Athena’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

•        Deliver your Public Shares either physically or electronically through DTC to Athena’s transfer agent. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Athena’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Athena does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not check the box, submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Athena’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Athena’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Athena’s transfer agent return the shares (physically or electronically). You may make such request by contacting Athena’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of their Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Athena cannot assure you that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest will be net of taxes payable). You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption.

If the Business Combination Proposal is not approved and Athena does not consummate an initial business combination by the Extension Deadline or obtain the approval of Athena stockholders to extend the deadline for Athena to consummate an initial business combination, it will be required to dissolve and liquidate and the Athena Warrants will expire worthless.

Holders of outstanding Athena Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Athena Units registered in your own name, you must deliver the certificate for such Athena Units to Continental Stock Transfer & Trust Company with written instructions to separate such Athena Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Share from the Athena Units.

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of shares of Athena Common Stock or Athena Warrants in connection with the Business Combination.

Solicitation of Proxies

Athena will pay the cost of soliciting proxies for the special meeting. Athena has engaged Sodali & Co. to assist in the solicitation of proxies for the special meeting. Athena has agreed to pay Sodali & Co. a fee of up to $            in connection with the Business Combination. Athena will reimburse Sodali & Co. for reasonable out-of-pocket expenses and will indemnify Sodali & Co. and its affiliates against certain claims, liabilities, losses, damages and expenses.

Athena also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Athena’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

As of the Record Date, the Sponsor and certain of Athena’s current and former officers and directors beneficially own an aggregate of            % of the outstanding shares of Athena Common Stock. The Sponsor and Athena’s officers and directors have agreed to vote any shares of Athena Common Stock owned by them, including any Public Shares acquired by them, in favor of the Business Combination.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

Athena’s stockholders are being asked to approve the Business Combination with Ace Green described in this proxy statement/prospectus, including (i) adopting the Merger Agreement and (ii) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Merger Agreement are subject to, and are qualified in their entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Please see the subsection entitled “The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement.

Pursuant to the Merger Agreement, we may consummate the Business Combination only if it is approved by the affirmative vote of holders of a majority of the shares of Athena Common Stock that are cast thereon at the special meeting.

THE BUSINESS COMBINATION

Background of the Business Combination

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation or correspondence among representatives of Athena and Ace Green.

Athena is a blank check company incorporated under the laws of Delaware in 2021. Athena was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The Business Combination is the result of an extensive search by Athena’s management team, including the Athena Board, leveraging their individual and collective networks and investing and operating experience. The terms of the Merger Agreement are the result of extensive discussions and negotiations between representatives of Athena and Ace Green. The following provides a brief background of these discussions and negotiations, the Business Combination and related transactions.

Prior to the consummation of the IPO on December 14, 2021, neither Athena nor anyone on its behalf had contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Ace Green.

After the IPO, Athena’s officers and directors commenced an active search for prospective businesses and assets to acquire. In connection with the evaluating potential business combinations, members of Athena’s management contacted and were contacted by, a number of individuals, entities, investment banks and private equity funds with respect to potential business combination opportunities.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination and to take all requisite corporate actions to advance towards the closing of the Business Combination.

Prior to a subsequent amendment, Athena’s amended and restated certificate of incorporation filed with the Delaware Secretary of State on December 8, 2021, initially provided that it had until June 14, 2023 to consummate a business combination transaction. On June 13, 2023, Athena held a special meeting of its stockholders at which the stockholders approved an amendment to its certificate of incorporation to extend the date by which Athena had to consummate its initial business combination from June 14, 2023 to March 14, 2024 (or such earlier date as determined by the Athena Board).

On March 12, 2024, Athena held a special meeting of stockholders at which the stockholders approved an amendment to Athena’s amended and restated certificate of incorporation, as amended giving Athena the right to extend the date by which it had to complete an initial business combination from March 14, 2024 to up to December 14, 2024.

On December 10, 2024, Athena held an annual meeting of stockholders at which the stockholders approved an amendment to Athena’s amended and restated certificate of incorporation, as amended giving Athena the right to extend the date by which it had to complete an initial business combination from December 14, 2024 to up to September 14, 2025.

On September 10, 2025, Athena held a special meeting of stockholders at which the stockholders approved an amendment to Athena’s amended and restated certificate of incorporation, as amended giving Athena the right to extend the date by which it has to complete an initial business combination from September 14, 2025 to up to June 14, 2026.

After the IPO, Athena’s management team commenced an active search for prospective businesses and/or assets to acquire in its initial business combination. The Athena Board and management have extensive experience in investing as well as with operational management, and investment and financial analysis. As such, the Athena Board members and management team believe that they are qualified to conduct and analyze the due diligence required for Athena to identify a merger partner. See the section entitled “Information About Athena — Directors and Executive Officers” for additional information regarding the experience of the Athena Board and management team.

Athena identified companies in sectors such as battery recycling, electric mobility/transportation, robotics, artificial intelligence, fintech, insurance, media and entertainment, marketing technology, e-commerce, networking/connectivity software, real estate technology, hospitality technology, agricultural technology, publishing

technology, digital assets natural resources and others. In the evaluation of business combination partners, the Athena Board and management team considered many factors. The Athena Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. Important criteria that Athena used in evaluating prospective business transaction opportunities included:

•        Strong management team;

•        Opportunities for growth;

•        Defensible and differentiated business niche;

•        Core commitment to providing social, financial, and environmental value;

•        Technology and risk management infrastructure; and

•        Products or solutions that improve environmental outcomes, advance progress toward greater diversity, equity, and inclusion.

Athena’s management team employed various strategies to identify an appropriate target company, including:

•        Contacting investment bankers, attorneys, accountants, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds, brokers and other members of the financial community and corporate executives;

•        Contacting investment banks that might be working with companies looking for exits or funding;

•        Contacting private equity and venture capital investment firms that might have portfolio companies they are looking to exit;

•        Caucusing Athena’s officers and directors, as well as their affiliates, for target business candidates of which they become aware through their contacts; and

•        Conducting Internet research in order to find companies that might be looking for funding or a sale.

From the date of the IPO through the signing of the LOI (as defined below) with Ace Green in September 2024, Isabelle Freidheim, Chief Executive Officer and the Chair of the Athena Board, Kirthiga Reddy, President of Athena and Athena Director, and Anna Apostolova, internal investment advisor to Athena and the Board, reviewed target companies identified by representatives of Athena.

During the same period, representatives of Athena also contacted, and were contacted by, several representatives of potential target companies with respect to business combination opportunities. As part of this process, representatives of Athena considered and evaluated over 50 potential acquisition targets in a variety of sectors, signed 48 non-disclosure agreements in addition to the non-disclosure agreement entered into with Ace Green (each of which contained customary terms regarding disclosure of confidential information but did not contain any standstill, exclusivity or similarly restrictive provisions), and representatives of Athena submitted a non-binding letter of intent to 27 acquisition targets (other than Ace Green). Athena representatives closely evaluated the strength of business and management teams, differentiated product offerings and company financial condition after extensive discussions with the management teams of eight such potential acquisition targets in addition to Ace Green. Ultimately, Athena determined that none of these other potential acquisition targets were suitable business combination partners and ceased discussions with them.

On August 19, 2024, representatives of Athena met with Ace Green’s financial advisor to learn more about Ace Green but Ace Green was not present at such meeting.

On August 22, 2024 and August 28, 2024, representatives of Athena met with members of Ace Green’s management team to discuss Ace Green’s business and undertake business diligence efforts.

On September 3, 2024, Athena provided Ace Green and its financial advisor with a letter of intent (the “LOI”) on behalf of Athena reflecting (i) a proposed valuation range of Ace Green of approximately $385 to $450 million (noted as preliminary and subject to ongoing diligence and negotiation), (ii) a PIPE financing to meet the Company’s capital needs and to be funded simultaneously with the announcement of the transaction, (iii) primary proceeds and (iv) a transaction structure to be agreed that would be acceptable to all parties based on legal, accounting, tax and other considerations.

On September 5, 2024, Athena management conducted a preliminary call with the Athena Board to review the LOI and the Ace Green business. All directors were present on the call, as was Anna Apostolova. At the end of this meeting, members of Ace Green’s management team were presented to the Athena Board.

On September 6, 2024, Ace Green provided Athena with a revised draft of the LOI, reflecting a proposal whereby Athena would allocate a significant portion of the Founder Shares to be used as an incentive for potential investors in the proposed PIPE financing and requesting mutual exclusivity.

On September 10, Athena and Ace Green held a meeting to finalize the terms of the LOI. In this meeting, the parties discussed potential changes to the valuation of Ace Green for the transaction based upon Ace Green’s historical results, Athena’s view of the overall market, and Athena’s view of how the combined company may perform as a public company.

On September 12, 2024, Athena provided Ace Green with a revised and final draft of the LOI, reflecting: (i) a proposed valuation of Ace Green of $250 million; (ii) an agreement by Athena to forfeit its Private Placement Warrants and to contribute 6,335,000 of the Founder Shares as incentives to investors in the transaction; and (iii) an agreement to source a total of $22.5 million investment from third parties in the form of a PIPE or other equity financing solutions.

On September 12, 2024, Athena and Ace Green executed the LOI.

On September 16, 2024, representatives of Athena, Ace Green and their respective advisors met telephonically to plan next steps in the transaction.

On September 23, 2024, Athena contacted Ravi Bhat of Polar to discuss providing financing for the transaction and introduced Polar to the Ace Green management team.

On September 16, 2024, representatives of Latham & Watkins LLP, counsel Athena (“Latham”), and Lucosky Brookman LLP, counsel to Ace Green (“Lucosky”), Athena, Ace Green and Chardan Capital Markets LLC held a teleconference to discuss transaction documentation and structure.

Between August 19, 2024 and announcement of the transaction, the parties engaged in numerous diligence calls and virtual conferences. Such meetings involved various topics, including (i) financial diligence and review of Ace Green’s financial information with Nishchay Chadha and Aaron Wee, (ii) risk management due diligence with Nishchay Chadha, Vipin Tyagi and Aaron Wee, (iii) product pipeline due diligence with Nishchay Chadha, Vipin Tyagi and Aaron Wee, (iv) diligence with certain key service providers of Ace Green, and (v) legal diligence with Lucosky. Representatives of Athena were present at each diligence session.

On October 3, 2024, Latham circulated the initial draft of the Merger Agreement to Lucosky. Between October 3, 2024 and December 4, 2024, Lucosky and Latham exchanged revised drafts of the Merger Agreement, the disclosure schedules to the Merger Agreement, the voting and support agreements, the lock-up agreements and the New Registration Rights Agreement and engaged in negotiations of such documents and agreements.

On October 5, 2024, November 14, 2024, November 21, 2024, November 23, 2024 and November 25, 2024, Athena conducted telephonic calls with its board of directors to discuss the transaction and review the Merger Agreement. All directors were present on the call, as was Anna Apostolova.

On December 4, 2024, after relevant comments and updated drafts of the Merger Agreement and other Transaction Documents were shared with and agreed to by the parties, Lucosky and Latham circulated the execution versions of the Merger Agreement, including the disclosure schedules and all exhibits, the voting and support agreements and various other documents to be delivered concurrently with the signing.

On November 25, 2024, the Athena Board met and approved the Merger Agreement. Present at the meeting were all directors and representatives from Latham. Representatives of Latham reviewed the proposed transaction documentation and answered questions from the Athena Board. Following review and discussion, the Merger Agreement and related documents and agreements were unanimously approved by the Athena Board, subject to final negotiations and modifications, and the Athena Board determined to recommend the approval of the Merger Agreement to the Athena stockholders.

Also on December 4, 2024, the board of directors of Ace Green held a meeting during which it approved the Business Combination, the Merger Agreement and the various other documents to be delivered concurrently with the signing of the definitive documentation in respect of the Business Combination.

Neither the Athena Board nor the Ace Green board of directors obtained a third-party valuation or fairness opinion in connection with its resolution to approve the Business Combination and the Merger Agreement, and the Athena Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination, as the Athena Board determined that Athena’s management, the Sponsor and the members of the Athena Board had substantial experience in evaluating the operational, financial and business merits of companies similar to Ace Green sufficient to make its own determination of the merits and fairness to Athena’s stockholders of the business combination with Ace Green.

The Merger Agreement was signed on December 4, 2024. Concurrently with signing the Merger Agreement, Athena, Ace Green, certain Ace Green equity holders and the Sponsor executed the Support Agreement, and Athena, Ace Green and the Sponsor executed the Sponsor Ace Green Side Letter Agreement. Later in the morning of December 4, 2024, the parties issued a press release publicly announcing the transaction.

Athena Board’s Reasons for the Approval of the Business Combination

The Athena Board met telephonically on November 25, 2024 to, among other things, discuss a potential business combination with Ace Green, and, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interest of Athena and its stockholders and resolved to recommend that the Athena stockholders vote to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby.

Prior to reaching the decision to approve the Merger and the Merger Agreement, the Athena Board consulted with its management and its legal advisors. In making its determination with respect to the Merger, the Athena Board also considered whether Ace Green has an aggregate fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account).

In addition, before determining that the Merger was in the best interests of Athena and its stockholders, the Athena Board reviewed various industry and financial data, including, but not limited to Ace Green’s historical financials, and reviewed the results of management’s due diligence review of Ace Green, which took place over a four-month period beginning in August of 2024 and continuing through the signing of the Merger Agreement on December 4, 2024, including extensive meetings and calls with Ace Green’s management team regarding operations and projections, review of Ace Green’s material contracts, intellectual property matters, financing and accounting due diligence, tax due diligence, and other legal due diligence with assistance from Athena’s legal counsel. In connection with making its determination, the Athena Board did not receive and did not review any forward looking projections of the Ace Green.

The Athena Board and management have extensive experience in operational management and investment and financial analysis. As such, the members of the Athena Board and management team believe that they are qualified to conduct and analyze the due diligence required for us to identify a merger partner. See the section entitled “Information About Athena — Directors and Executive Officers” for additional information regarding the experience of the Athena Board and management team.

Athena has been conducting a search for a business combination partner since the IPO in December 2021. In its evaluation of business combination partners, the Athena Board and management team considered a wide variety of complex factors. The Athena Board did not consider it practicable or relevant to quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision.

Important criteria Athena used in evaluating prospective business transaction opportunities included:

•        Strong management team;

•        Opportunities for growth;

•        Defensible and differentiated business niche;

•        Historical financial results;

•        Commitment to providing financial value; and

•        Technology and risk management infrastructure.

The Athena Board determined that Ace Green met all of the above criteria. In particular, the Athena Board considered the following positive factors, although not weighted or in any order of significance:

•        Strong management team:    Led by its co-founder and CEO, Nishchay Chadha, Ace Green has built a leading management team with deep experience in cutting edge technology and metals recycling. Ace Green’s management team has demonstrated a history of successfully understanding its underlying customer base and how to utilize a variety of media and channels to reach such customer base.

•        Opportunities for growth:    Ace Green is poised for organic growth both by building out their own recycling plants as well as licensing their technology to third parties.

•        Defensible/differentiated business niche:    Innovative technology that allows for lead and lithium recycling with lower capital expenditures than existing recycling providers.

•        Commitment to providing social and financial value:    Ace Green’s technology provides access to recycled metals at competitive prices while limiting the need for new mining.

In considering the Merger, the Athena Board also considered the following negative factors, although not weighted or in any order of significance:

•        The Public Stockholders will hold a minority share position in the post-Merger company;

•        Athena stockholders may object to and challenge the Merger and take actions that may prevent or delay the consummation of the Merger, including to vote down the proposals at the special meeting or exercise their redemption rights;

•        The potential for diversion of management and employee attention during the period prior to completion of the Merger, and the potential negative effects on Ace Green’s business;

•        The risk that, despite the efforts of Athena and Ace Green prior to the consummation of the Merger, Ace Green may lose key personnel, and the potential resulting negative effects on Ace Green’s business;

•        The risk associated with macroeconomic uncertainty and the effects it could have on Ace Green’s revenues;

•        The Merger Agreement prohibits Athena from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Merger;

•        Risks and costs to Athena if the Merger is not completed, including the risk of liquidation;

•        Potential changes in the regulatory landscape or new industry developments, including changes in consumer preferences, may adversely affect the business benefits anticipated to result from the Merger; and

•        Risks of the type and nature described under the section entitled “Risk Factors” beginning on page 19.

The foregoing discussion of material factors considered by the Athena Board is not intended to be exhaustive but does sets forth the principal factors considered by its board of directors. After reviewing all of the positive and negative factors discussed above, the Athena Board determined that the merger was in best interest of the Athena’s stockholders.

The Athena Board also considered whether members of its management and the Athena Board may have interests in the Merger that are different from, or are in addition to, the interests of the Athena stockholders generally, including the matters described under the subsection entitled “— Interests of Certain Persons in the Merger” below. However, the Athena Board concluded that (i) these interests were disclosed in the IPO prospectus and/or are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, (iii) Athena stockholders will have the opportunity to redeem their Public Shares in connection with the Merger and (iv) shares of Athena Common Stock held by its officers, directors and other initial stockholders are subject to transfer restrictions following the Merger. See the section entitled “The Merger Agreement — Additional Agreements” for a description of these transfer restrictions.

Interests of Athena’s Directors and Officers in the Business Combination

In considering the recommendation of the Athena Board in favor of approval of the Business Combination, it should be noted that Athena’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as an Athena stockholder. These interests include, among other things:

•        If Athena is unable to complete its initial business combination by the Extension Deadline, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Athena stockholders and the Athena Board, liquidate and dissolve, subject in each case to Athena’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Athena Warrants, which will expire worthless if Athena fails to complete its initial business combination by the Extension Deadline. The Sponsor purchased the Founder Shares prior to the IPO for an aggregate purchase price of $25,000. In accordance with the terms of the 2021 Letter Agreement and the Sponsor Ace Green Side Letter Agreement: (i) approximately 6.335 million of such Founder Shares were conditionally surrendered and made available to be sold to participants in Athena and Ace Green’s PIPE financing efforts whereby 1/3 may be used by Athena, 1/3 by Ace Green and 1/3 by Ace Green’s financial advisor; (ii) 1.0 million of the Sponsor’s Founder Shares will be deposited into an escrow account selected by Ace Green and the Sponsor and may be sold by Ace Green on behalf of the Sponsor to cover any excess in the Athena transaction expenses above the Athena Expense Cap and after addressing any such excess any remaining escrowed shares will be returned to the Sponsor; and (iii) 0.75 million of the Sponsor’s Founder Shares will be deposited into an escrow account selected by Ace Green and the Sponsor. If the aggregate amount of cash remaining in the Trust Account after the exercise of any redemption right at the Closing plus any amount of PIPE financing raised by Athena’s efforts is less than $7.5 million, then for every $10 that the Sponsor Contribution Amount is less than $7.5 million, one such escrowed share will be permanently surrendered by the Sponsor. If there is no shortfall, all such escrowed shares will be returned to the Sponsor. Sponsor will be subject to transfer restrictions that will lift for one-third of the shares when the closing share price of the New Ace Green Common Stock exceeds $12.00 for 20 out of any 30 consecutive trading days, one-third of the shares upon the earlier of (a)(x) in the event that Athena and Ace Green raise $50 million or more as of the Closing, one year following the Closing, and (y) in the event that Athena and Ace Green raise less than $50 million two years following the Closing, or (b) the first date that the stock price exceeds $15.00 for 20 out of any 30 consecutive trading days, and the remaining one-third when the closing share price of the New Ace Green Common Stock exceeds $17.00 for 20 out of any 30 consecutive trading days.

•        Simultaneously with the closing of the IPO, Athena consummated the sale of 953,750 Private Placement Units at a price of $10.00 per unit to the Sponsor. The Private Placement Warrants, which are included in the Private Placement Units, are each exercisable commencing 30 days following the Closing for one share of Athena Common Stock at $11.50 per share. In accordance with the terms of the Sponsor Ace Green Side Letter Agreement, the Sponsor will surrender all of its Private Placement Warrants at Closing. If Athena does not consummate a business combination by the Extension Deadline, then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the holders of the Public Shares, and the Athena Warrants held by the Sponsor will be worthless. The Athena Warrants held by the Sponsor had an aggregate market value of approximately $            based upon the closing price of $            per warrant on OTC Pink on            , 2025.

•        The Sponsor and Athena’s officers and directors will lose their entire investment if Athena does not complete a business combination by the Extension Deadline.

•        The Sponsor and Athena’s executive officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Athena fails to complete a business combination by the Extension Deadline.

•        In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to Athena if and to the extent that any claims by a vendor for services rendered or products sold to Athena, or a prospective target business with which Athena has entered into a transaction agreement, reduce the

amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account.

•        Following the Closing, the Sponsor would be entitled to the repayment of any working capital loan and advances that it has made to Athena that remain outstanding. If Athena does not complete an initial business combination by the Extension Deadline, it may use a portion of its working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

•        Following the consummation of the Business Combination, New Ace Green will continue to indemnify Athena’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

•        Upon the Closing, subject to the terms and conditions of the Merger Agreement, the Sponsor, Athena’s officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans.

•        Following the consummation of the Business Combination, Athena’s            will serve as a director on the New Ace Green Board.

•        Following the Closing and assuming the no further redemptions scenario, Athena expects the Sponsor to hold approximately 12.38% of the outstanding shares of New Ace Green Common Stock before giving effect to the impact of any Earnout Shares potentially issuable in connection with the Business Combination.

Ace Green Board’s Reasons for the Approval of the Business Combination

After consideration, the Ace Green Board unanimously adopted resolutions (i) determining that the Merger Agreement, the other Transaction Documents to which Ace Green is a party and the Business Combination, including the Merger, were in the best interests of Ace Green and its stockholders, (ii) approving, declaring the advisability of, and authorizing the execution, delivery and performance by Ace Green of the Merger Agreement, the other Transaction Documents to which Ace Green is a party and the transactions contemplated thereby, and (iii) recommending that the Ace Green stockholders approve and adopt the Merger Agreement and the other Transaction Documents to which Ace Green is a party and the transactions contemplated thereby.

In reaching its decision to adopt and approve, and declare advisable the Merger Agreement, the other Transaction Documents and the transactions contemplated thereby, including the Merger, and resolving to recommend that the Ace Green stockholders approve and adopt the Merger Agreement and the other Transaction Documents to which Ace Green is a party and the transactions contemplated thereby, the Ace Green Board consulted with Ace Green’s management, as well as its financial and legal advisors, and considered a number of factors, including:

(i)     the potential increase in financing options for Ace Green that may result from consummating the Business Combination;

(ii)    the business, operations, financial condition, competitive position and prospects of Ace Green and current economic, industry and market conditions affecting Ace Green;

(iii)   the anticipated value of the combined organization;

(iv)   the potential for other third parties to enter into strategic relationships with Ace Green as a publicly traded company following the Business Combination;

(v)    the fiduciary duties of the directors and officers of Ace Green to its stockholders;

(vi)   the terms of the Merger Agreement and the other Transaction Documents and the transactions contemplated thereby, including, among others, the tax treatment and the conditions for the parties’ obligations to consummate the Business Combination;

(vii)  the likelihood of realizing a superior or comparable return for Ace Green stockholders through alternative business strategies (including continuing as a privately held standalone entity, going public through a different form of transaction or other merger prospects and the associated risks of delay, non-consummation or unavailability thereof); and

(viii) the risks involved with the Business Combination, including the risk that the benefits sought to be achieved by the Business Combination might not be achieved.

The foregoing discussion of the factors considered by the Ace Green Board is not intended to be exhaustive but, rather, includes the material factors considered by the Ace Green Board. In reaching its decision to approve and declare advisable, the Merger Agreement and the Business Combination, the Ace Green Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Ace Green Board considered all these factors as a whole, including discussions with, and questioning of, Ace Green’s management and financial and legal advisors, and, overall, considered these factors to be favorable to, and to support, its determination.

The Ace Green Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expected Ace Green stockholders would receive as a result of the Business Combination, including the belief of the Ace Green Board that the Business Combination would maximize the immediate value of shares of Ace Green Common Stock. Accordingly, the Ace Green Board determined that the Merger Agreement, the other Transaction Documents and the transactions contemplated thereby, including the Merger, were advisable and in the best interests of Ace Green and its stockholders, and approved the Merger Agreement, the other Transaction Documents and the transactions contemplated thereby, and recommended that the Ace Green stockholders approve and adopt the Merger Agreement and the other Transaction Documents to which Ace Green is a party and the transactions contemplated thereby.

Ace Green Merger Consideration

As part of the Business Combination, holders of Ace Green Common Stock will receive aggregate consideration of approximately $250 million, payable in shares of Athena Class A Common Stock at a price of $10.10 per share, plus up to 10,500,000 shares of Athena Class A Common Stock (as adjusted) if the applicable earnout conditions are met. Additionally, as part of the Business Combination, if the applicable earnout conditions are met, the Sponsor may retain up to 1,500,000 shares of Athena Class A Common Stock.

At the Effective Time, after giving effect to the conversion of Ace Green RSUs and Ace Green Options as described in the Merger Agreement, (i) each share of Ace Green Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any (x) shares of Ace Green Common held by a holder who is entitled to demand and has properly exercised appraisal rights for such shares in accordance with Section 262 of the Delaware General Corporation Law and (y) shares of Ace Green Common Stock held by Ace Green as treasury stock) will be cancelled and converted into the right to receive (1) its pro rata share of any Earnout Shares and (2) a number of shares of Athena Class A Common Stock (rounded up to the nearest whole share) equal to the quotient of (a) $250,000,000 divided by $10.10, divided by (b) the number of shares of Ace Green Fully Diluted Capital Stock, (ii) each outstanding award of Ace Green RSUs shall automatically be converted into (1) the right to receive its pro rata share of any Earnout Shares and (2) an award of restricted stock units relating to a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green RSU immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), and (iii) each outstanding Ace Green Option shall automatically be converted into (1) the right to receive its pro rata share of any Earnout Shares and (2) an option to purchase a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green Option immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price of such Ace Green Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent).

The Merger Agreement also provides that (i) New Ace Green will issue or cause to be issued to the Ace Green Securityholders up to an aggregate of an additional 10,500,000 Earnout Shares (as adjusted) and (ii) the Sponsor will vest in up to 1,500,000 Sponsor Earnout Shares (as adjusted), in each case after the Closing based on the price performance of the New Ace Green Common Stock during the Earnout Period. Pursuant to the Merger

Agreement, during the Earnout Period (a) New Ace Green will issue to the former Ace Green Securityholders an additional 3,500,000 Earnout Shares (as adjusted) and (b) the Sponsor will vest in and retain 500,000 Sponsor Earnout Shares (as adjusted), the first time each of the following occurs:

•        the VWAP of New Ace Green Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period;

•        the VWAP of New Ace Green Common Stock equals or exceeds $20.00 per share for any 20 trading days within any 30 trading day period; and

•        the VWAP of New Ace Green Common Stock equals or exceeds $25.00 per share for any 20 trading days within any 30 trading day period.

If, during the Earnout Period, there is a change of control transaction with respect to New Ace Green or Ace Green, (i) the first earnout trigger shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $15.00, (ii) the first and second earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $20.00 and (iii) the first, second and third earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $25.00. Additionally, any holder of Ace Green RSUs or Ace Green Options must continue to be an employee, director or individual independent contractor providing services to New Ace Green or its subsidiaries at the time of the earnout trigger satisfaction to be entitled to their pro rata share of the Earnout Shares payable at such time.

Interests of Ace Green’s Directors and Officers in the Business Combination

In considering the approval, and recommendation of stockholder approval, by the Ace Green Board with respect to the Merger Agreement, Ace Green’s stockholders should keep in mind that Ace Green’s directors and executive officers have interests in the Business Combination that are different from, or in addition to (and that may conflict with), those of Ace Green’s stockholders. The Ace Green Board was aware of such interests during its deliberations on the merits of the Business Combination. These interests include, among other things, the interests listed below:

•        Certain of Ace Green’s directors and executive officers are expected to become directors and/or executive officers of New Ace Green upon the Effective Time. Specifically, the following individuals who are currently executive officers of Ace Green are expected to become executive officers of New Ace Green upon the Effective Time, serving in the offices set forth opposite their names below:

•        Upon the Effective Time, Nishchay Chadha and Vipin Tyagi are expected to become members of the New Ace Green Board. In addition to these current members of the Ace Green Board, other parties are being evaluated to become members of the New Ace Green Board upon the Closing.

Teodoro Alban, Ace Green’s Chief Financial Officer, holds Ace Green Options. The treatment of such Ace Green Options in connection with the Business Combination is described in “The Business Combination — Ace Green Merger Consideration.” As of the date hereof, Mr. Alban’s holds Ace Green Options to purchase 19,773 shares of Ace Green Common Stock at an exercise price of $9.49 per share, none of which are vested.

Regulatory Approvals Required for the Business Combination

Under the HSR Act and related rules, certain transactions may not be completed until notifications have been given and information is furnished to the Antitrust Division of the Department of Justice and the Federal Trade Commission and all statutory waiting period requirements have been satisfied. The parties have determined that notification under the HSR Act is not required in connection with the Business Combination.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division of the Department of Justice and the Federal Trade Commission may take action under the antitrust laws, including seeking to enjoin the completion of the Business Combination, to rescind the Business Combination or to conditionally permit completion of the Business Combination subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the Business Combination or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the Business Combination on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful. Athena and Ace Green are not aware of any other regulatory approvals in the United States required for the consummation of the Business Combination.

Accounting Treatment of the Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Athena will be treated as the acquired company and Ace Green will be treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Ace Green will represent a continuation of the financial statements of Ace Green, with the Business Combination treated as the equivalent of Ace Green issuing stock for the historical net assets of Athena, accompanied by a recapitalization. Athena’s net assets will be stated at fair value, which is expected to approximate historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Ace Green.

Sources and Uses of Funds

The following table summarizes the sources and uses for funding the Business Combination assuming the no further redemptions scenario for Public Shares and approximately $290,972 of cash remaining in the Trust Account:

____________

(1)      Reflects the aggregate merger consideration of $250,000,000 payable in shares of New Ace Green Common Stock.

The following table summarizes the sources and uses for funding the Business Combination assuming that 12,443 Public Shares subject to possible redemption are redeemed for an aggregate redemption payment of approximately $0.15 million.

The following table summarizes the sources and uses for funding the Business Combination assuming that 24,887 Public Shares subject to possible redemption are redeemed for an aggregate redemption payment of approximately $0.29 million.

All of the sources and uses above are for illustrative purposes only. Where actual amounts are not known or knowable, the figures above represent Athena’s good faith estimate of such amounts.

Satisfaction of 80% Test

The Existing Charter and Nasdaq rules require that an initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with an initial business combination. The Athena Board has determined that the fair market value of the Business Combination meets this test at the time of execution of the Merger Agreement.

Name; Headquarters of New Ace Green

The name of the combined company after the Business Combination will be Ace Green Recycling, Inc., and its headquarters will be located at 1001 West Loop South, Suite #635, Houston, TX 77027.

Board of New Ace Green following the Business Combination

Upon the Effective Time, we anticipate that the New Ace Green Board will consist of Nishchay Chadha, Vipin Tyagi, two additional directors designated by Ace Green, and one director designated by the Sponsor.

For additional details, see the sections of this proxy statement/prospectus entitled “Proposal No. 4 — The Election of Directors Proposal” and “Directors and Executive Officers After the Business Combination.”

Redemption Rights

Pursuant to the Existing Charter, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Charter. For illustrative purposes, based on funds in the Trust Account of approximately $290,972 on September 12, 2025, the estimated per share redemption price would have been approximately $11.69. If a Public Stockholder exercises its redemption rights, then such Public Stockholder will be exchanging its shares of Athena Class A Common Stock for cash and will no longer own such shares. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Athena’s transfer agent in accordance with the procedures described herein. Each redemption of Public Shares by the Public Stockholders will decrease the amount in the Trust Account. See the section entitled “Special Meeting of Athena Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Appraisal Rights

There are no appraisal rights available to holders of shares of Athena Common Stock or Athena Warrants in connection with the Business Combination under the DGCL.

Ownership of New Ace Green After the Closing

As of September 12, 2025, there were 9,859,887 shares of Athena Class A Common Stock issued and outstanding. There were also outstanding an aggregate of 12,685,144 Athena Warrants, which includes 476,875 Private Placement Warrants and 12,208,269 Public Warrants. Each Athena Warrant entitles the holder thereof to purchase one share of Athena Class A Common Stock and, following the Business Combination, will entitle the holder thereof to purchase one share of New Ace Green Common Stock. Pursuant to the Sponsor Ace Green Side Letter Agreement, all Private Placement Warrants will be forfeited at Closing.

Under the “no further redemptions” scenario, upon completion of the Business Combination, the Public Stockholders would retain an ownership interest of approximately 0.09% in New Ace Green, the Sponsor and its affiliates and certain current and former directors of Athena will retain an ownership interest of approximately 12.38% of New Ace Green, Ace Green stockholders will own approximately 87.53% of New Ace Green and Polar will own approximately            % of New Ace Green.

Under the “25% redemptions” scenario, upon completion of the Business Combination, the Public Stockholders would retain an ownership interest of approximately 0.07% in New Ace Green, the Sponsor and its affiliates and certain current and former directors of Athena will retain an ownership interest of approximately 12.38% of New Ace Green, Ace Green stockholders will own approximately 87.55% of New Ace Green and Polar will own approximately            % of New Ace Green.

Under the “50% redemptions” scenario, upon completion of the Business Combination, the Public Stockholders would retain an ownership interest of approximately 0.04% in New Ace Green, the Sponsor and its affiliates and certain current and former directors of Athena, as the sole holders of Founder Shares, will retain an ownership interest of approximately 12.38% of New Ace Green, Ace Green stockholders will own approximately 87.57% of New Ace Green and Polar will own approximately            % of New Ace Green.

Under the “75% redemptions” scenario, upon completion of the Business Combination, the Public Stockholders would retain an ownership interest of approximately 0.02% in New Ace Green, the Sponsor and its affiliates and certain current and former directors of Athena will retain an ownership interest of approximately 12.39% of New Ace Green, Ace Green stockholders will own approximately 87.59% of New Ace Green and Polar will own approximately            % of New Ace Green.

Under the “maximum redemptions” scenario, upon completion of the Business Combination, the Public Stockholders would retain no ownership interest in New Ace Green, the Sponsor and its affiliates and certain current and former directors of Athena will retain an ownership interest of approximately 12.39% of New Ace Green, Ace Green stockholders will own approximately 87.61% of New Ace Green and Polar will own approximately            % of New Ace Green.

The following summarizes the pro forma ownership of New Ace Green Common Stock following the Business Combination assuming the no further redemptions, 25% redemptions, 50% redemptions, 75% redemptions and maximum redemptions scenarios.

The ownership percentages reflected in the table are based upon the number of shares of Ace Green Common Stock issued and outstanding as of June 30, 2025 and are subject to the following additional assumptions:

•        the total shares of New Ace Green Common Stock to be issued to holders of Ace Green Common Stock will be 24,752,475;

•        all Ace Green RSUs have been converted to restricted stock units relating to shares of New Ace Green Common Stock as of the Effective Time;

•        all Ace Green Options have been converted to options to purchase shares of New Ace Green Common Stock as of the Effective Time;

•        the shares to be issued to Ace Green stockholders do not account for the issuance of any additional shares following the closing of the Business Combination under the Equity Incentive Plan;

•        no exercise of Athena Warrants; and

•        no issuance of additional securities by Athena prior to the Effective Time.

If any of these assumptions are not correct, these percentages will be different.

For purposes of the table:

•        Assuming no further redemptions scenario:    This presentation assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares.

•        Assuming 25% redemptions scenario:    This presentation assumes that that 6,222 Public Shares are redeemed for an aggregate redemption payment of approximately $0.07 million.

•        Assuming 50% redemptions scenario:    This presentation assumes that that 12,444 Public Shares are redeemed for an aggregate redemption payment of approximately $0.15 million.

•        Assuming 75% redemptions scenario:    This presentation assumes that that 18,665 Public Shares are redeemed for an aggregate redemption payment of approximately $0.22 million.

•        Assuming maximum redemptions scenario:    This scenario assumes that 24,887 Public Shares are redeemed for an aggregate redemption payment of approximately $0.29 million.

____________

(1)      Excludes 476,875 Private Warrants held by the Sponsor, all of which will be forfeited at Closing. Includes 1,750,000 of the Sponsor’s Founder Shares that are subject to an escrow as discussed below depending upon certain circumstances.

Stockholders will experience additional dilution to the extent that New Ace Green issues additional shares of New Ace Green Common Stock after the Closing. The table above excludes (i) 12,687,500 shares of New Ace Common Stock that underlie the Public Warrants, (ii) 476,875 shares of New Ace Green Common Stock that underlie the Private Placement Warrants, (iii) 10,500,000 Earnout Shares (as adjusted), and (iv) 1,500,000 Sponsor Earnout Shares (as adjusted), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination.

Vote Required for Approval

The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal and the Charter Proposal at the special meeting.

The Business Combination Proposal (and consequently, the Merger Agreement and the Business Combination, including the Merger) will be approved and adopted if a majority of the votes cast in person online or by proxy at the special meeting vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have no effect on the outcome of the vote on the Business Combination Proposal.

Recommendation of the Athena Board

THE ATHENA BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

THE MERGER AGREEMENT

This section of this proxy statement/prospectus describes the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement attached to this proxy statement/prospectus as Annex A. You are urged to read carefully the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure schedules, which are not filed publicly and that are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Athena, Merger Sub, Ace Green or any other matter.

General: Structure of the Business Combination

On December 4, 2024, Athena entered into the Merger Agreement, by and among Athena, Merger Sub and Ace Green. The Merger Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, a business combination between Athena and Ace Green will be effected through the merger of Merger Sub with and into Ace Green, with Ace Green surviving the Merger as a wholly owned subsidiary of Athena. The Merger Agreement was approved by each of the Athena Board and the Ace Green Board.

Conversion of Securities

At the Effective Time, by virtue of the Merger and without any action on the part of Athena, Merger Sub, Ace Green or the Ace Green stockholders:

•        Each share of Ace Green Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares excluded pursuant to the Merger Agreement, and after giving effect to the conversion of Ace Green SAFEs into Ace Green Common Stock immediately prior to the Closing) will be canceled and converted into the right to receive (i) a number of shares of Athena Class A Common Stock (rounded up to the nearest whole share) equal to the quotient of (a) the Aggregate Merger Consideration divided by (b) the number of shares of Ace Green Fully Diluted Capital Stock and (ii) a pro rata share of the Earnout Shares.

•        Each share of Merger Sub capital stock shall be converted into one share of New Ace Green Common Stock.

•        All shares of Ace Green Common Stock issued and outstanding immediately prior to the Effective Time held by Ace Green in treasury shall be automatically canceled, and no consideration shall be delivered in exchange.

•        Each outstanding Ace Green RSU shall automatically be converted into (i) the right to receive a pro rata share of the Earnout Shares and (ii) a restricted stock unit relating to a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green RSU immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share).

•        Each outstanding Ace Green Option shall automatically be converted into (i) the right to receive a pro rata share of the Earnout Shares and (ii) an option to purchase a number of shares of New Ace Green Common Stock determined by multiplying (a) the number of shares of Ace Green Common Stock subject to such Ace Green

Option immediately prior to the Effective Time by (b) the Exchange Ratio (rounded down to the nearest whole share), with an exercise price per share equal to the exercise price per share of such Ace Green Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest full cent).

The Merger Agreement also provides that (i) New Ace Green will issue or cause to be issued to Ace Green Securityholders up to an aggregate of an additional 10,500,000 Earnout Shares (as adjusted) and (ii) the Sponsor will vest in up to 1,500,000 Sponsor Earnout Shares (as adjusted) (or such shares will be canceled, as applicable), in each case after the Closing based on the price performance of the New Ace Green Common Stock during the Earnout Period. Pursuant to the Merger Agreement, during the Earnout Period (a) New Ace Green will issue to the former Ace Green Securityholders an additional 3,500,000 Earnout Shares (as adjusted) and (b) the Sponsor will vest in and retain 500,000 Sponsor Earnout Shares (as adjusted), the first time each of the following occurs:

•        the VWAP of New Ace Green Common Stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period;

•        the VWAP of New Ace Green Common Stock equals or exceeds $20.00 per share for any 20 trading days within any 30 trading day period; and

•        the VWAP of New Ace Green Common Stock equals or exceeds $25.00 per share for any 20 trading days within any 30 trading day period.

If, during the Earnout Period, there is a change of control transaction with respect to New Ace Green or Ace Green, (i) the first earnout trigger shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $15.00, (ii) the first and second earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $20.00, and (iii) the first, second and third earnout triggers shall have been deemed to occur if the per share consideration paid in such change of control transaction is equal to or in excess of $25.00. Additionally, any holder of Ace Green RSUs or Ace Green Options must continue to be an employee, director or individual independent contractor providing services to New Ace Green or its subsidiaries at the time of the earnout trigger satisfaction to be entitled to their pro rata share of the Earnout Shares payable at such time.

Appraisal Rights

Notwithstanding the above, under the DGCL, with certain exceptions, New Ace Green’s stockholders will have appraisal rights in connection with a merger or consolidation of New Ace Green. Pursuant to Section 262 of the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Representations and Warranties

In the Merger Agreement, Ace Green made customary representations and warranties (which are sometimes subject to materiality and knowledge qualifiers) relating to a number of matters, including organization and good standing, due authorization and binding agreement, governmental approvals required in connection with the Business Combination, that its execution and delivery of the Merger Agreement do not violate applicable laws, orders, consents or material contracts to which it is a party, capitalization, financial statements, internal accounting controls, absence of certain changes since March 31, 2024, compliance with applicable laws, orders and permits, taxes and tax returns, intellectual property, employees and employee benefit plans, real property, personal property, material contracts, environmental matters, transactions with affiliates, insurance, material customers and suppliers, data protection and cybersecurity, that Ace Green is not an “investment company” as defined in the Investment Company Act, finders’ and brokers’ fees, sanctions and certain business practices, insurance, and acknowledgement of no further representations and warranties of Athena.

In the Merger Agreement, Athena and Merger Sub made customary representations and warranties (which are sometimes subject to materiality and knowledge qualifiers) relating to a number of matters, including organization and good standing, due authorization and binding agreement, capitalization, Athena’s SEC filings and internal control over financial reporting, its subsidiaries, approval of Ace Green as the sole stockholder of Merger Sub, governmental approvals required in connection with the Business Combination, that their execution and delivery of the Merger Agreement do not violate applicable laws, orders, consents or material contracts to which they are a party, financial statements, absence of certain changes since Athena’s formation, liabilities, compliance with applicable laws, permits, litigation, material contracts, taxes and tax returns, properties, employee matters, benefit plans, transactions with

affiliates, insurance, sanctions and certain business practices, not being an “investment company” as defined in the Investment Company Act, the Trust Account, the valid issuance of all outstanding Athena securities, finders’ and brokers’ fees, and acknowledgement of no further representations and warranties of Ace Green.

No Survival

None of the representations, warranties, covenants, obligations or other agreements in the Merger Agreement, the other Transaction Document, or in any certificate, statement or instrument delivered pursuant to the Merger Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing, and all such representations, warranties, covenants, obligations or other agreements will terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for: (i) the confidentiality agreement entered into between Ace Green and Athena on August 16, 2024; (ii) those covenants, obligations and agreements that by their terms are apply, in whole or in part, after the Closing; (iii) Miscellaneous provisions set forth in Article XI of the Merger Agreement and the definitions of any related defined terms used in the provisions or agreements described in the foregoing clauses (ii) and (iii); and (iv) claims based in whole or in part upon fraud.

Closing

The Closing is expected to occur electronically through the exchange of documents and electronic signatures on the date that is three business days after the satisfaction or, if permissible, waiver of all of the conditions to Closing in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or such other time and place as Athena and Ace Green may mutually agree in writing. Upon the Closing, Athena will be renamed “Ace Green Recycling, Inc.” or such other name as Athena and Ace Green may agree.

Proxy Statement & Registration Statement

Athena and Ace Green agreed to, as promptly as reasonably practicable after the date of the Merger Agreement, jointly prepare, and Athena agreed to file with the SEC, the Registration Statement in connection with the registration under the Securities Act of the offer and sale of the shares of Athena Class A Common Stock to be issued in connection with the Merger. Athena and Ace Green agreed to take any and all reasonably necessary actions to cause the Registration Statement to satisfy the requirements of the Securities Act, the Exchange Act, and other applicable laws, and to use their commercially reasonable efforts have the Registration Statement declared effective.

Athena Stockholders’ Meeting

Athena has agreed (i) in consultation with Ace Green, to call the special meeting in accordance with its organizational documents for a date that is no later than 30 days following the effectiveness of the Registration Statement or such other date as agreed between Athena and Ace Green, (ii) to include in this proxy statement/prospectus the Athena Board Recommendations, (iii) to cause this proxy statement/prospectus to be mailed to its stockholders as promptly as practicable (and in any event within three business days) following the date upon which the Registration Statement is declared effective and (iv) to use its commercially reasonable efforts to solicit from its stockholders proxies or votes in favor of the approval of the Athena Proposals.

Ace Green Stockholder Approvals

Ace Green has agreed to solicit, and to use its reasonable best efforts to ensure that it obtains, the approval of the Merger Agreement and the Business Combination (including the Merger) by the irrevocable written consent of the holders of at least a majority of the outstanding shares of Ace Green Common Stock. The Merger Agreement provides that Ace Green must obtain and deliver such written consent to Athena as promptly as reasonably possible, and in any event within 15 days after, the SEC declares the Registration Statement effective.

Exclusivity

Between the date of the Merger Agreement and the Closing or the termination of the Merger Agreement, each of Athena, Merger Sub and Ace Green has agreed that it will not, and will cause its representatives not to, without the prior written consent of Ace Green or Athena, as applicable, directly or indirectly, (i) solicit, initiate or knowingly

facilitate or assist the making, submission or announcement of, or intentionally encourage, any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, of an alternative business combination proposal, (ii) furnish any non-public information regarding such party or its affiliates to any person or group in connection with or in response to such a proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that would reasonably be expected to lead to, such a proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any such proposal, (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement in furtherance of any such proposal, or (vi) release any third party from, or waive any provision of, any confidentiality agreement to which it is a party.

Stock Exchange Listing

Each of Athena and Ace Green has agreed to use its commercially reasonable efforts to cause (i) Athena’s initial listing application(s) with Nasdaq in connection with the Business Combination to have been approved, (ii) Athena to satisfy all applicable Nasdaq initial listing requirements and (iii) the Athena Class A Common Stock and the Athena Warrants issuable under the Merger Agreement to be approved for listing on Nasdaq, subject to official notice of issuance, in each case prior to the Closing Date.

Covenants; Conduct of Business Pending the Merger

The Merger Agreement includes customary covenants of the parties including, among other things, (i) the conduct of their respective business operations prior to the consummation of the Business Combination, (ii) using commercially reasonable efforts to obtain relevant governmental approvals necessary to consummate the Business Combination and (iii) using commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws to consummate the Business Combination and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Business Combination.

PIPE Investment

The Merger Agreement requires Athena and Ace Green to use commercially reasonable efforts to obtain executed subscription agreements from third party investors pursuant to which they will make or commit to make private equity investments in Ace Green to purchase shares of Ace Green Common Stock and/or enter into non-redemption, backstop or other alternative financing arrangements (the “PIPE Investment”) on mutually agreeable terms.

Conditions to Closing of the Merger Agreement

Mutual Conditions

The obligations of each of Athena, Merger Sub, and Ace Green to consummate the Business Combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following conditions:

•        Athena’s stockholders having approved and adopted the Merger Agreement, the Merger and the other transactions comprising the Business Combination, as well as certain related matters;

•        Ace Green obtaining any required approvals of its stockholders in connection with the Merger Agreement;

•        the absence of any law or governmental order or other action that would have the effect of making the Business Combination illegal or otherwise prohibiting, restraining or imposing any condition on the consummation of the Business Combination;

•        Athena’s initial listing application with Nasdaq in connection with the Business Combination having been conditionally approved and, immediately following the effective time of the Merger, Athena shall satisfy any applicable initial listing requirements of Nasdaq, and Athena shall not have received any notice of non-compliance therewith, and the Athena Common Stock and the Athena Warrants shall have been approved for listing on Nasdaq;

•        the Registration Statement having been declared effective in accordance with the provisions of the Securities Act, no stop order having been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order having been threatened or initiated by the SEC and not withdrawn;

•        all applicable waiting periods under the HSR Act with respect to the Business Combination having expired or been terminated and all government consents necessary to consummate Business Combination having been obtained; and

•        the aggregate amount of the PIPE Investment and cash remaining in the Trust Account following redemptions of shares of Athena Common Stock in connection with the Merger being at least $7,500,000.

Additional Conditions to Athena and Merger Sub’s Obligations to Close

The obligation of Athena and Merger Sub to consummate the Business Combination is further subject to the satisfaction or waiver of the following additional conditions:

•        certain fundamental representations and warranties of Athena and Merger Sub being true and correct in all respects on and as of the date of the Merger Agreement and the Closing Date, except for the fundamental representations made as of an earlier date or time, which need be true and correct only as of such earlier date or time, other than de minimis inaccuracies;

•        the other representations of Ace Green being true and correct on and as of the date of the Merger Agreement and the Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date time, in which case such representation and warranty shall be true and correct as of such particular date) except for any failure of any such representation and warranty to be so true and correct (without giving effect to any materiality, material adverse effect or other similar qualifier contained therein) that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Ace Green or on its ability to consummate the Business Combination;