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Athena Technology Acquisition Corp. II *

Athena Technology Acquisition Corp. II *

Nov 23, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Ace Green Recycling, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Athena Technology Acquisition Corp. II entered into a business combination agreement with Ace Green Recycling, Inc.

  • Ace Green Recycling, Inc. is an innovative battery recycling technology platform offering sustainable end-of-life solutions. It has deployed modular, Scope 1 emissions-free recycling plants for Lithium (NMC & LFP) and Lead batteries used in various industries including electronics, automotive and energy storage.
  • Ace, with commercial operations in Asia, is focused on global expansion and plans to develop a flagship battery recycling plant in Texas for lead and lithium-ion batteries.
  • Ace is founded by Nishchay Chadha, who serves as its Chief Executive Officer and is a veteran in recycling, mining and global supply chain industries and Dr Vipin Tyagi as Chief Technology Officer, who is an accomplished scientist with extensive experience in battery materials recycling technology.

EXTENSION – 12/11/24 – LINK

  • The SPAC approved the extension from December 14, 2024 to September 14, 2025.
    • 977,625 shares were redeemed.
    • $0.02/share per month will be deposited into the trust account.

TRANSACTION

  • The proposed business combination is expected to close in the first half of 2025, subject to customary closing conditions including regulatory, court and shareholder approvals.
  • Ace expects to complete a financing from existing insiders and various strategic and fundamental investors.
  • Ace is assigned an equity value of $250 million in the transaction.

SPAC FUNDING

  • The SPAC intends to find PIPE financing of at least $7,500,00.

EARNOUT

  • Company & Sponsor:
    • For a period of 5 years following the closing, the eligible Company shareholders may earn up to 10,500,000 earnout shares, and the Sponsor may earn up to 1,500,000 earnout shares, upon the occurrence of the following events:
      • (i) The VWAP of the shares equaling or exceeding $15.00 for 20 out of 30 consecutive trading days, one-third of the company and sponsor earnout shares will be released,
      • (ii) The VWAP of the shares equaling or exceeding $20.00 for 20 out of 30 consecutive trading days, one-third of the company and sponsor earnout shares will be released, and
      • (iii) The VWAP of the shares equaling or exceeding $25.00 for 20 out of 30 consecutive trading days, one-third of the company and sponsor earnout shares will be released.

LOCK-UP

  • Sponsor Lock-up:
    • 100% of Lock-Up Securities will be released 180 days after the Closing Date.
  • Company Lock-up:
    • 100% of Lock-Up Securities will be released 180 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Athena and Ace Green shareholders approvals.
  • Minimum Cash Requirement is $7,500,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either Athena or Ace Green, if the Closing has not been consummated prior to December 3, 2025 (the “Outside Date”).
  • $150,000 Termination fee payable to the SPAC in the event the Business Combination Agreement is terminated by the Target Company under certain circumstances.
  • $5,000 Termination fee payable to the Target Company in the event the Business Combination Agreement is terminated by the SPAC under certain circumstances.

ADVISORS

  • Company Advisors:
    • Chardan is serving as exclusive financial advisor
    • Lucosky Brookman LLP is serving as legal counsel
  • SPAC Advisors:
    • Latham & Watkins LLP is serving as legal counsel

EXTENSION – 3/18/24 – LINK

  • The SPAC approved the extension from March 14, 2024 to December 14, 2024.
    • 910,258 shares were redeemed.
    • $0.02/share per month will be deposited into the trust account.

The below-announced combination was terminated on 12/14/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: The Air Water Company [Terminated]

ENTERPRISE VALUE: $328 million
ANTICIPATED SYMBOL: tbd

Athena Technology Acquisition Corp. II proposes to combine with The Air Water Company.

The Company is a sustainable water solutions company that specializes in making high-quality drinking water from the air. The Company is currently focused on the development and manufacturing of its product portfolio of atmospheric water generators. Years of research and development have allowed us to design air-to-water machines that we believe work efficiently inside and out. By utilizing advanced air-to-water technology, the Company’s experts have created a way for consumers to enjoy drinking water from the humidity in the air — rather than relying on global reserves.

SUBSEQUENT EVENT – 7/21/23 – LINK

  • On July 20, 2023, the Company and AWV signed the Second BCA Amendment.
    • It extends SPAC Termination Notice Date from July 21 to August 21, 2023.
    • The Company can terminate the Agreement by written notice to AWV on (or within three Business Days after) August 21, 2023 if good faith marketing efforts to potential PIPE Investors regarding the PIPE Investment have been made, and the Parties do not have a reasonable likelihood of a PIPE Investment of at least $30,000,000 on terms reasonably satisfactory to the Company before the Outside Date.

EXTENSION – 6/14/23 – LINK

  • The SPAC approved the extension from June 14, 2023 to March 14, 2024.
    • 23,176,961 shares were redeemed for $10.43 per share.
    • $60K per month will be deposited into the trust account.

TRANSACTION

  • Pursuant to the Business Combination, Athena Technology II, which currently holds approximately $261 million of cash in trust, will combine with the Company.
  • The Company’s existing equity security holders are expected to hold approximately 42% of the issued and outstanding shares of common stock of The Air Water Company immediately following the consummation of the transaction, assuming no redemptions by Athena Technology II’s existing shareholders and up to $60 million in intended financing.
  • The transaction is expected to be completed in the first quarter of 2024.

atek overview

SPAC FUNDING

  • Parties will seek to raise up to $60 million in PIPE financing in connection with the transaction

LOCK-UP

  • Company
    • Six months from the Closing Date or if the share price equals or exceeds $12.00 for 20/30 trading days
  • Sponsor
    • Six months from the Closing Date
    • “Special Restricted Securities” means a number of Holdings ordinary shares to be received by Sponsor and the Insiders pursuant to the Business Combination Agreement equal to the aggregate number of Holdings ordinary shares that the Company and Athena provide to PIPE Investors as an incentive to enter into the applicable Subscription Agreement, not to exceed 3,552,500 Holdings ordinary shares, and (b) the “Base Restricted Securities” means a number of Holdings ordinary shares to be received by Sponsor and the Insiders pursuant to the Business Combination Agreement equal to 6,660,938 minus the number of Special Restricted Securities.
      • 18 months after the Closing
        • 50% will be released if the share price equals or exceeds $12.50
        • 50% will be released if the share price equals or exceeds $15.00

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition

NOTABLE CONDITIONS TO TERMINATION

  • By either Athena or the Company if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by June 14, 2023 (provided that such date shall be automatically extended to January 14, 2024 if shareholder approval of an extension for Athena to complete an initial business combination to such date is obtained) (the “Outside Date”).
  • By Athena on (or within three Business Days after) June 13, 2023 if, prior to such date, the Company and Athena have conducted good faith marketing efforts to potential PIPE Investors regarding the PIPE Investment (each as defined in the Business Combination Agreement), and following such marketing efforts Athena has determined that the parties do not have a reasonable likelihood of consummating a PIPE Investment of at least $30,000,000 in the aggregate and on terms reasonably satisfactory to Athena prior to the Outside Date.

ADVISORS

  • Company
    • Jett Capital Advisors, LLC is serving as a financial advisor
    • White & Case LLP is acting as U.S. legal counsel
  • Sponsor
    • Latham & Watkins LLP is acting as U.S. legal counsel
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as financial and capital markets advisor

MANAGEMENT & BOARD

Executive Officers

Isabelle Freidheim, 41
Chief Executive Officer and Chairman of the Board of Directors

Isabelle is the founder and chairman of Athena Technology Acquisition Corp. (NYSE: ATHN), one of the first all women SPACs. She is also the founder and chairman of Athena Consumer Acquisition Corp. (NYSE: ACAQ). She is a venture capitalist and entrepreneur; she was a co-founder of Magnifi, a fintech company, and was a co-founder and managing partner of Castle VC (formerly Starwood VC), a venture investment firm, and a venture partner at MissionOG, a venture capital firm. Ms. Freidheim co-founded Magnifi, an artificial intelligence and machine learning fintech company which was acquired by The Tifin Group in December 2020. In addition to co-founding the company, Ms. Freidheim acted as the Chief Executive Officer of Magnifi and led the company’s early growth. Ms. Freidheim was a venture partner at MissionOG, a venture capital firm, where she sourced investments in high-growth technology companies. MissionOG funds technology businesses with a focus on B2B companies and partners with portfolio companies to provide deep market expertise and hands-on operational support and execution capabilities. Ms. Freidheim was a co-founder and managing partner of Castle VC (formerly Starwood VC), making investments in technology companies across stages with a current focus on late-stage investments in the sectors of financial technologies, data analytics, artificial intelligence, machine learning and SaaS. Ms. Freidheim has led investments in both early-stage and late-stage, pre-IPO growth companies. She is engaged in all aspects of the deal process. Ms. Freidheim was also a co-founder of the London Fund, a fund that invests in IP-rich high-growth companies with a particular focus on emerging technologies. Ms. Freidheim started her career in investment banking at Lehman Brothers and then joined one of Invesco’s private equity funds to invest in European assets. She holds a B.A. in Economics from Columbia University and an M.B.A. from Columbia Business School.

Jennifer Calabrese, 53 [Appointed]
Chief Financial Officer

She is the founder and Chief Executive Officer of Calabrese Consulting, LLC (“CCL”). Founded in 2012, CCL is a woman-owned, full-service accounting and advisory firm with over 40 employees, serving more than 350 clients around the world. Ms. Calabrese is a Certified Public Accountant, a Chartered Global Management Accountant, and a member of both The American Institute of Certified Public Accountants and The New York State Society of Certified Public Accountants. Since December 2023, Ms. Calabrese has served as a director on the board of Marpai, Inc. (Nasdaq: MRAI). She graduated from Hofstra University with a B.B.A. in Accounting and a B.A. in Psychology and earned her Master of Science in Accountancy from SUNY Polytechnic.

Anna Apostolova, 36 [Resigned]
Chief Financial Officer

Anna Apostolova brings over 13 years of investment banking and private equity experience. Since 2020, Ms. Apostolova is a private equity investor at 7RIDGE, sourcing and executing investments in the financial technology space, with a particular focus on early and late-stage growth companies within capital markets, market infrastructure, investment management and associated technologies. In her role, Ms. Apostolova is also involved in managing portfolio companies’ financial operations and implementing growth initiatives. Previously, Ms. Apostolova was an investment banker at Evercore (NYSE: EVR) in New York focused on mergers & acquisitions, capital markets and restructuring transactions (2013-2018). She advised publicly traded and privately held companies across all insurance verticals and the broader financial services space. Prior to her role at Evercore, Ms. Apostolova was an investment banker in the Financial Institutions Group at J.P. Morgan (NYSE: JPM) in New York and London (2008-2013). Ms. Apostolova advised clients on mergers & acquisitions and capital markets transactions across the insurance, specialty finance, market structure and banking industries. Ms. Apostolova holds a B.A. in Economics & Statistics from Mount Holyoke College.

Kirthiga Reddy, 50
President and Director

Kirthiga Reddy brings over twenty years of experience leading technology-driven transformations. From December 2018 – October 2021, Ms. Reddy has served as the Investment Partner at SoftBank Investment Advisers, a private equity firm headquartered in London (SBIA), and served on the Investment Committee for the SoftBank Vision Fund Emerge program, a global accelerator for companies led by underrepresented founders. Ms. Reddy is also a co-founder and since October 2018 has served as Investment Council of F7 Ventures, a female-led seed investment fund focused on enabling human operations and the investment themes of connected communities, future of work, and physical and mental health. From July 2010 to March 2018, Ms. Reddy held various executive roles at Facebook, Inc. (Nasdaq: FB). At Facebook, Ms. Reddy first served as the Managing Director for India and South Asia, and subsequently focused on emerging and high- growth markets including Mexico, Brazil, Indonesia, South Africa and the Middle East. Additionally, Ms. Reddy has served as a member of the board of directors of several companies, including Collective Health, Inc. since December 2019, where she also serves on the compensation and audit committees, WeWork Inc. since February 2020, and Fungible, Inc. since April 2021. Ms. Reddy has also served on the Investment Advisory Council for Neythri Futures Fund, a South Asian female-led stage-agnostic tech fund since March 2021. Ms. Reddy holds an MBA from Stanford University, where she graduated with the highest honors as an Arjay Miller Scholar, an M.S. in Computer Engineering from Syracuse University and a B.E. in Computer Science from Marathwada University, India. She served on Stanford Business School Management Board from September 2014 to April 2019, including serving as Chair from September 2018 to April 2019. She has been recognized as Fortune India’s “Most Powerful Women” and as Fast Company’s “Most Creative People in Business” among other recognitions.

Board of Directors

Trier Bryant, 38 [Appointed 12/9/22]
Director

Ms. Bryant is currently the President of 82VS, Alloy Therapeutics’ affiliated venture studio that builds and invests in next-generation biotech companies. Ms. Bryant is currently also Co-Founder and CEO of Just Work LLC. From March 2020 to January 2021, Ms. Bryant was the first Chief People Officer (CPO) at Astra, an aerospace company building low orbital rockets. From April 2019 to March 2020, she was also the VP of People and Workplace Experience at SigFig, a global FinTech company. From February 2016 to May 2018, Ms. Bryant was the Global Head of Revenue, G&A (Corporate Functions), University, and Diversity Recruiting at Twitter. Before Twitter, Ms. Bryant spent three years (2013-2016) as the VP of Global Diversity Talent Acquisition at Goldman Sachs. Additionally, from 2013 to 2014, Ms. Bryant served as the Chief of Staff to the Global Head of Talent Acquisition at Goldman Sachs. Ms. Bryant built her professional foundation as an officer in the United States Air Force across seven years of active duty service (2006-2013). Prior to leaving the military, Ms. Bryant was by-name-requested by the Pentagon to return to the Air Force Academy to spearhead DEI and talent development initiatives for the Air Force Academy, Air Force, and the Department of Defense (DoD). Ms. Bryant earned a B.S. in Systems Engineering with a minor in Spanish and Leadership from the United States Air Force Academy.

Judith Rodin, 77
Director

Dr. Rodin served as the President of The Rockefeller Foundation, which supports efforts to combat global social, economic, health and environmental challenges, from March 2005 to January 2017. From 1994 to 2004, Dr. Rodin served as the President of the University of Pennsylvania, as well as a professor of psychology and of medicine and psychiatry at the University of Pennsylvania. Before that, Dr. Rodin chaired the Department of Psychology at Yale University, and also served as the dean of the Graduate School of Arts and Sciences and provost, and served as a faculty member at the university for 22 years. Since 2021, Dr. Rodin serves as a director of Athena Technology Acquisition Corp. (NYSE: ATHN), one of the first all women SPACs. Dr. Rodin has served as the chair of the board of Prodigy Services Limited, a fintech platform, since 2019, a member of the board of Portfolia, a venture investing firm, since 2018 and a member of the board and a member of the nominating and governance committee of Laureate Education, a higher education institution, since 2013. From 2002 to 2018, Dr. Rodin served as a member of the board of directors and a member of the audit and compensation committees of Comcast Corporation (Nasdaq: CMCSA). From 1997 to 2013, Dr. Rodin served as a member of the board of directors and a member of the audit committee of American Airlines Group (formerly known as AMR Corporation) (Nasdaq: AAL). From 2004 to 2017, Dr. Rodin served as a member of the board of directors and a member of both the nominating and governance and the compensation committees of Citigroup Inc. Dr. Rodin earned a B.A. in Psychology from the University of Pennsylvania and a Ph.D. in Psychology from Columbia University.

Randi Zuckerberg, 39 [Resigned]
Director

Ms. Zuckerberg currently works with more than 20 early and mid-stage companies as an investor and advisor. She sits on the board of directors for The Motley Fool since January 2019, Go Noodle since October 2020, and Life360 since January 2021 and she serves as a strategic advisor to Republic since February 2021 and OkCoin since September 2021. For the past decade, Randi has helped families navigate our digital world. Through her company, Zuckerberg Media, she has created award-winning content and experiences that educate families and bring to light issues around digital literacy and safety. Ms. Zuckerberg is the best-selling author of four books, producer of multiple television shows and theater productions, and hosts a weekly radio show on SiriusXM. Randi has been recognized with an Emmy nomination, three Tony awards, a Drama Desk Award, and a Kidscreen Award. Prior to founding her own company, Randi was an early employee at Facebook, where she is best known for creating Facebook Live, now used by more than two billion people around the globe.

Sharon Brown-Hruska, 62
Director

Dr. Hruska is a Principal of Hruska Economics, LLC since October 2021, where she works with non-profit entities, associations, corporate clients, and government to facilitate practical and market-based solutions to our toughest social and economic challenges. She is on the Management Board of PRIME Finance Foundation since October 2021, and previously served on the Board of the PRIME Finance Dispute Resolution and Education Foundation from November 2017 to January 2019. She is on the Advisory Board of ten12, a crowd-sourced database of institutional investor consensus prices for 300k+ securities which can be used to improve valuation practices and policies of mutual funds, pension funds, insurance cos., among others. As a financial economist and former regulator, she has over three decades of experience in public policy, leadership and administration, including as Chief Economist of the U.S. Department of State from January 2019 to January 2021, and as Commissioner from July 2002 to July 2006 of the U.S. Commodity Futures Trading Commission. While at the CFTC, she served as Acting Chairman from 2005 to 2006, Chairman and sponsor of the Technology Advisory Committee, and Chairman of the website development committee for the Financial Literacy and Education Commission. In addition to her public service, she was Managing Director and Partner in the Global Securities and Finance Practice of National Economic Research Associates from July 2006 to January 2019. She served as a Public Director on the Electronic Liquidity Exchange from May 2009 to September 2016, and as a Trustee on the International Securities Exchange Trust from December 2007 to June 2016. She served as a Public Director on the public company board of MarketAxess Holdings, and on the Corporate Governance Committee, from April 2010 until June 2013. She was also a Professor at Tulane University A.B. Freeman School of Business from July 2012 until June 2016. She has testified before Congress and spoken widely to various audiences, and her thought leadership has been published in Barrons, Financial Times, Forbes, the Encyclopedia of Business Ethics and Society, and various other journals and books. She received a PhD in 1994 and an MA in 1988 in economics, and a BA in 1983 in economics and international studies from Virginia Tech.

 

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