Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

BCA Waiver

On September 24, 2026, Athena Technology Acquisition Corp. II, a Delaware corporation ("Athena"), and Ace Green Recycling, Inc., a Delaware corporation ("Ace Green"), entered into a waiver (the "BCA Waiver") to the Business Combination Agreement, dated as of December 4, 2024, as amended by the First Amendment thereto, dated as of March 19, 2026, and the Second Amendment thereto, dated as of April 18, 2026 (the "BCA"). Pursuant to the BCA Waiver, Athena and Ace Green agreed to waive certain provisions of the BCA requiring each of them to cause the SPAC Warrants (as defined in the BCA) to be approved for listing on The Nasdaq Stock Market LLC ("Nasdaq"). The SPAC Warrants will not satisfy the minimum holder requirements for initial listing under Nasdaq Listing Rule 5515(a)(4), which requires warrants to have at least 100 round lot holders that are also public holders.

The foregoing summary of the BCA Waiver is qualified in its entirety by reference to the full text of the BCA Waiver, which is filed as Exhibit 2.1 hereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "will" and similar expressions. These forward-looking statements are based on management's current expectations and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including, but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all; (ii) the risk that conditions to the closing of the business combination may not be satisfied or waived; (iii) the risk that Nasdaq may not list the common stock of the surviving company following the business combination; and (iv) other risks and uncertainties described in Athena's filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q and the registration statement on Form S-4.

Forward-looking statements speak only as of the date of this report. Except as required by law, Athena undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.