Ace Green Recycling SPAC Merger: Battery Recycling Meets a Cash Clock
Ace Green Recycling is a battery recycling technology company focused on lead and lithium-ion batteries, and it is going public through a merger with Athena Technology Acquisition Corp. II (ATEK). The deal is still pending, with the combined company expected to list as AGXI if it closes. The setup favors investors who want exposure to battery recycling, but the key watch items are redemptions, dilution, and whether Ace can execute its Texas buildout on time.
Ace Green Recycling is a battery recycling technology company focused on lead and lithium-ion batteries, and it is going public through a merger with Athena Technology Acquisition Corp. II (ATEK). The deal is still pending, with the combined company expected to list as AGXI if it closes. The setup favors investors who want exposure to battery recycling, but the key watch items are redemptions, dilution, and whether Ace can execute its Texas buildout on time.
Deal at a Glance
SPAC partner: Athena Technology Acquisition Corp. II
SPAC ticker (trades now): ATEK
Expected post-merger ticker: AGXI
Implied valuation: $250M equity value framework
Expected close: 2026
Est. first trading date: late 2026
Deal status:
Announced
Source filing: SEC S-4/A (2026-07-10)
Company Overview
Ace Green Recycling is a battery recycling technology platform built around end-of-life lead batteries and lithium-ion batteries, including NMC and LFP chemistries. The company says it uses proprietary, Scope 1 emissions-free hydrometallurgical processes and modular plants, and it currently operates lead and lithium facilities in India and Taiwan, with expansion planned in the U.S., Europe, and Asia Pacific.
Ace’s February 2026 investor deck says the company is headquartered in Houston, Texas, has a team of over 40 technologists and recycling and mining business experts, and is developing a flagship U.S. facility in Silsbee, Texas. The deck positions that site as the first large-scale GREENLEAD® and LFP recycling facility in the U.S., with launch timing discussed as 2027 and profitability targeted for 2027. Industry-wise, the pitch is straightforward: electrification, supply-chain resilience, and regulatory pressure are pushing more battery materials back into domestic recycling loops, and Ace is trying to sell itself as a modular, lower-emissions way to capture that demand.
The SPAC Deal
Ace Green Recycling is merging with Athena Technology Acquisition Corp. II, which trades today under the ticker ATEK. The proxy text says Ace stockholders will receive Athena Class A shares based on an exchange ratio derived from a $250,000,000 aggregate merger consideration divided by $10.10 and then divided by Ace fully diluted shares. That supports a $250 million equity-value-style deal framework for the target, though the filing excerpt reviewed does not spell out a separate enterprise value.
The SPAC trust started with $250,000,000 of gross IPO proceeds, but redemption history matters here. Athena has already seen heavy redemptions at prior extension votes, including 23,176,961 shares redeemed in June 2023, 910,258 in March 2024, 977,625 in December 2024, and 285,269 in September 2025. As of March 31, 2026, Athena reported only $155,345 of operating cash and an $8.47 million working capital deficit. The deal also includes a $32 million PIPE announced on April 23, 2026, and the combined company is expected to list on Nasdaq under AGXI. The 10-Q says the PIPE is expected to close concurrently with the business combination, subject to customary conditions and listing approval. The filing does not disclose expected redemptions for the Ace vote itself, so that remains a key unknown.
Dilution is another major SPAC mechanic to watch. Athena disclosed 13,164,375 public/private warrants outstanding at $11.50 per share, with no exercises as of March 31, 2026. The S-4/A index also shows PIPE warrant-related exhibits, which adds another layer of potential dilution. The deal is still pending, not closed, and Athena extended its outside date to March 14, 2027. Based on the current filing status, the first trading window is best thought of as after shareholder approval and closing, which could land in 2026 if the process moves through the SEC and vote cycle without delay.
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The SPAC route gives Ace access to public capital while it is still in the buildout phase of its U.S. platform. The April 2026 PIPE release says proceeds are intended to support the proposed business combination and Ace’s Texas facility and international operations, which fits a capital-intensive industrial story that needs funding before the flagship plant is fully online.
A de-SPAC also lets management market forward-looking milestones more aggressively than a traditional IPO process typically allows. Ace’s deck leans heavily on projected launch timing, profitability in 2027, and long-term market size, which is exactly the kind of narrative SPAC sponsors and PIPE investors often underwrite. The tradeoff is that the public market gets a company that is still executing on commercialization, not a mature recycler with years of scaled U.S. operating history.
Financial Highlights
Ace’s deck discloses five years of trading revenue totaling about $100 million, FY2025 revenue of $25.4 million, and expected FY ending March 31, 2026 revenue of $27 million. The company also says its existing owned/operated and JV/partnership facilities are running at a $3 million annual run rate. Those figures show a business with real commercial activity, but not yet a large-scale U.S. operating base.
The deck does not provide a full audited income statement, margin table, or cash balance in the excerpts reviewed, and EBITDA was not disclosed in the materials searched. The profitability target is forward-looking: Ace says the Texas facility is expected to launch in 2027 and profitability is targeted for 2027. Investors should treat that as a projection, not a current operating result. On the SPAC side, Athena’s own balance sheet was thin as of March 31, 2026, with $155,345 of operating cash and an $8.47 million working capital deficit, which underscores why the PIPE and closing mechanics matter so much.
Risk Factors
The biggest de-SPAC risk is redemption pressure. Athena has a history of large redemptions at extension votes, and the trust can shrink quickly before closing. If too many public shares are redeemed, the cash available to the combined company can fall well below the headline deal size, forcing more reliance on the PIPE or other financing. Shareholders should watch the final redemption tally closely because that number will tell you how much of the $250 million trust actually survives into the merger.
Dilution is the other major issue. Public and private warrants total 13,164,375 shares at a $11.50 exercise price, and the PIPE adds preferred-stock-related complexity and additional securities overhang. On top of that, Ace is still building its Texas flagship facility, so execution risk is real: the company is targeting a 2027 launch and 2027 profitability, which means delays could push out the growth story. The deal also remains subject to shareholder approval, SEC effectiveness, Nasdaq listing approval, and closing conditions, so a deal-break or delay is still possible. Finally, Ace’s current scale is still modest relative to the long-term market opportunity, which means cash runway and capital discipline matter more than the headline market size slides.
Comparable Public Companies
A reasonable public comp set for Ace Green Recycling includes Li-Cycle Holdings (LICY), American Battery Technology Company (ABAT), Redwood Materials is private and not a ticker, and battery-materials/process names like Ecovyst (ECVT) or Umicore (UMICY) can help frame recycling and materials recovery exposure. Among listed pure-play battery recyclers, Li-Cycle and American Battery Technology are the closest retail comps because they also trade on the promise of scaling recycling technology into commercial throughput.
The challenge is that this peer group is still early-stage and valuation is usually driven more by revenue growth, project milestones, and funding risk than by stable earnings multiples. In practice, these names tend to trade on execution updates, financing news, and plant commissioning progress rather than on mature industrial margins. For cross-linking, the most relevant tickers are LICY and ABAT, with ECVT and UMICY as broader materials-processing references.
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Ace Green Recycling is a real operating business with revenue, commercial partnerships, and a clear industrial thesis, but the public-market setup is still a financing-and-execution story first. The $250 million merger consideration gives the deal a defined valuation anchor, yet the actual outcome for shareholders will depend on how much trust cash survives redemptions, how much dilution comes from warrants and PIPE securities, and whether the Texas facility stays on schedule.
What shareholders should watch now is simple: final SEC clearance, the redemption level, and whether the PIPE closes as planned. That is why this matters now — the deal can still look very different at the finish line than it does in the headline announcement. If the merger closes on schedule, the combined company is expected to trade as AGXI, and the market will quickly shift from deal mechanics to whether Ace can turn its 2027 launch target into a scalable U.S. recycling platform.
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