Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
02 April 2024 - 10:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
(Check
one): |
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☒ Form
10-K |
☐ Form
20-F |
☐ Form
11-K |
☐
Form 10-Q |
☐ Form
10-D |
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☐ Form
N-CEN |
☐ Form
N-CSR |
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For Period Ended: December 31, 2023 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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For the Transition Period Ended: |
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Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Athena
Technology Acquisition Corp. II
Full
Name of Registrant
N/A
Former
Name if Applicable
442
5th Avenue
Address
of Principal Executive Office (Street and Number)
New
York, New York, 10018
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed
due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. |
PART
III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Athena Technology Acquisition Corp. II (the “Company”)
will not, without unreasonable effort and expense, be able to file its Annual Report on Form 10-K for the period ended December 31, 2023
(the “Form 10-K”) within the prescribed time period, because the Company and its independent registered public accounting
firm require additional time to complete the audit of the financial statements for the year ended December 31, 2023 and finalize the disclosures
required to be included in the Form 10-K.
The Company expects to file the Form 10-K within the extension period provided
under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
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Anna
Apostolova |
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(970) |
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925-1572 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
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☒ Yes ☐ No |
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(3) |
Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report
or portion thereof? |
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☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Forward-Looking
Statements
This Form 12b-25 contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and
variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding our expectation that we will file the Form 10-K within the extension
period prescribed by Rule 12b-25, which reflect the Company’s expectations based upon currently available information and data.
Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ
materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual
results or outcomes to differ materially from those discussed in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future
events, new information or otherwise, except as required by law. |
Athena
Technology Acquisition Corp. II
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date |
April
2, 2024 |
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By |
/s/ Anna Apostolova |
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Name: |
Anna Apostolova |
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Title: |
Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive
officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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