SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 3, 2021 (December 2, 2021)
Athena Technology Acquisition Corp.
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
125 Townpark Drive, Suite 300
Kennesaw, GA 30144
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☒||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||
Name of each exchange
on which registered
|Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant||ATHN.U||New York Stock Exchange|
|Class A Common Stock, par value $0.0001 per share||ATHN||New York Stock Exchange|
|Warrants, each exercisable for one share Class A Common Stock for $11.50 per share||ATHN WS||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01||Other Events.|
On December 2, 2021, Athena Technology Acquisition Corp. (the “Company”) issued a press release announcing that the Securities and Exchange Commission had declared effective the Company’s Registration Statement on Form S-4, as amended, and the date of the Company’s special meeting of stockholders to consider the previously announced proposed business combination with Heliogen, Inc. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release, dated December 2, 2021|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 3, 2021
|By:||/s/ Phyllis W. Newhouse|
|Name:||Phyllis W. Newhouse|
|Title:||Chief Executive Officer|