Isabelle Freidheim

About Isabelle Freidheim

Isabelle Freidheim is Chair and Chief Executive Officer of Athena Technology Acquisition Corp. II (ATEK), serving as CEO since August 2021 and as Chair since November 2021 . She holds a B.A. in Economics and an M.B.A. from Columbia University . ATEK is a SPAC with no operating revenues; performance context is defined by sponsor control, repeated extensions, heavy redemptions, delisting to OTC Pink in December 2024, and an announced but not-yet-consummated business combination with Ace Green Recycling (S-4 filed April 30, 2025) . Trust cash fell from ~$15.1M as of Nov 18, 2024 to ~$3.6M as of Aug 21, 2025 amid successive redemptions, underscoring execution risk for the de-SPAC process .

Past Roles

External Roles

Fixed Compensation

• Executive/director pay: No cash compensation paid to directors or executives prior to completion of a business combination; only expense reimbursements and a Sponsor administrative services fee are permitted .
• Administrative services: ATEK pays the Sponsor $10,000 per month for office space and administrative support from Dec 9, 2021 until a business combination or liquidation .

Performance Compensation

• Prior to a business combination, no equity or incentive awards (RSUs/PSUs/options), bonuses, or severance constructs are paid to executives/directors; any post‑combination compensation would be determined by the future board of the combined company .

Equity Ownership & Alignment

• Founder shares history/lock-up: Sponsor purchased founder shares for $25,000, later converted 8,881,250 Class B into Class A on June 21, 2023; founder shares are subject to transfer restrictions until the earlier of 1 year after de-SPAC, achievement of $12.00 share price for 20 of 30 trading days (≥150 days post-close), or qualifying M&A/liquidation event .
• Anti-hedging: Company policy prohibits hedging/monetization transactions by directors, officers, employees, and related entities .
• Pledging: No explicit pledging policy disclosure found in the proxy; no pledging by Ms. Freidheim was disclosed in the documents reviewed .
• Ownership guidelines: No director/executive stock ownership guidelines disclosed in the documents reviewed .

Employment Terms

• Contracts, severance, change-in-control: The company reports it is not party to agreements providing benefits upon termination; no severance or change-of-control payouts for executives/directors pre‑combination .
• Non-compete/non-solicit: Not disclosed in the documents reviewed .
• Start date/tenure: CEO since August 2021 and Chair since November 2021 .

Board Governance

• Structure: Combined CEO and Chair role; company asserts benefits of unified leadership and information flow, with committees overseeing risk .
• Independence: Majority of directors are independent (Rodin, Brown‑Hruska, Bryant, Trabuco) under SEC/NYSE American standards .
• Committees and roles:
  • Audit Committee: Brown‑Hruska (Chair), Bryant, Trabuco; Brown‑Hruska and Trabuco qualify as audit committee financial experts .
  • Compensation Committee: Rodin (Chair), Brown‑Hruska; no compensation paid pre‑combination; committee did not meet in 2023 .
  • Nominating & Governance: Rodin (Chair), Bryant .
• Attendance: Board held four meetings in 2023; each director attended at least 75% of Board/committee meetings .
• Executive sessions: Non‑management directors meet in executive session on a regular basis per governance guidelines .
• Voting control/independence considerations: Sponsor controlled ~88.4% of outstanding Class A common stock as of the 2024 record date, enabling approval of proposals regardless of public stockholder votes; Ms. Freidheim manages the Sponsor .

Director Compensation

• Cash/equity retainers: None paid to directors pre‑combination .
• Meeting fees/committee fees: None disclosed pre‑combination .
• Ownership guidelines: Not disclosed .

Related Party Transactions and Alignment

• Administrative services agreement: $10,000/month to Sponsor for office/administrative support; $120,000 paid through 12/31/2023; $60,000 incurred in H1’24 .
• Sponsor interests: If no deal closes, Sponsor’s founder shares and private units become worthless; if a deal closes, Sponsor can profit even at low trading prices (example provided in proxy) .
• Trust fund issues: Company disclosed misallocated use of restricted cash for operating expenses (contrary to Trust Agreement) totaling $669,440 during Oct 2023–Mar 2024; funds were replenished via Sponsor intercompany loan on Apr 10, 2024 .
• Excise tax obligations: Estimated ~$2.40M excise tax owed from 2023 redemptions (with interest/penalties accruing after Oct 31, 2024 due date) and additional liabilities from 2024 redemptions; management evaluating payment options .

Performance & Track Record

• Extensions/redemptions:
  • First Extension (Jun 13, 2023): 23.18M shares redeemed ($239.6M) .
  • Second Extension (Mar 12, 2024): 910k shares redeemed ($10.16M) .
  • Third Extension (Dec 10, 2024): mechanism approved to extend to Sep 14, 2025 with additional monthly deposits; Sponsor expected to vote all shares in favor .
• Trust cash: ~$15.1M as of Nov 18, 2024; ~$3.6M as of Aug 21, 2025 (reflecting cumulative redemptions) .
• Listing status: Delisted from NYSE American effective Dec 30, 2024; currently quoted on OTC Pink market .
• Proposed business combination: Announced Dec 4, 2024 with Ace Green Recycling; S‑4 filed Apr 30, 2025; additional extension sought to June 14, 2026 to complete transaction .
• CFO transition: New CFO appointed (Jennifer Calabrese) July 24, 2024; prior CFO stepped down .
• Financial controls and reporting: Company disclosed going concern doubt; restated prior financial statements; received multiple NYSE American compliance notices for late filings in 2024 .

Compensation Structure Analysis (alignment and risk signals)

• Pay-for-performance before de-SPAC: No salaries, bonuses, or equity to executives/directors; primary incentive is Sponsor equity becoming valuable only if a business combination closes, while being worthless on liquidation, which strongly motivates completion of a deal .
• Shift toward guaranteed vs at-risk pay: Not applicable pre‑combination; no cash/equity comp (other than fixed admin fee to Sponsor) .
• Repricing/modification of awards: Not applicable; no executive awards disclosed pre‑combination .

Equity Ownership & Alignment Details

Employment Terms (Severance/CIC)

• Severance/CIC multiples: None; no agreements providing termination benefits pre‑combination .
• Clawbacks, gross-ups, deferred comp, pensions: Not disclosed pre‑combination .

Say-on-Pay & Shareholder Feedback

• Say-on-pay: Not applicable for ATEK as a SPAC; no executive compensation program subject to advisory vote pre‑combination .

Risk Indicators & Red Flags

• Delisting to OTC Pink reduces liquidity and complicates consummation of a business combination .
• Going concern and restatement disclosures increase financial reporting risk .
• Misallocated trust funds required Sponsor loan to replenish; process/control weakness acknowledged .
• Significant excise tax obligations (with penalties/interest) from redemptions remain outstanding/under evaluation .
• Sponsor voting control (and combined CEO/Chair role) raises governance/independence optics; however, the Board maintains a majority of independent directors and active committee structure .

Key Quantitative Context

Investment Implications

• Alignment and incentives: Ms. Freidheim’s economic exposure is primarily via Sponsor equity that is worthless in a liquidation but valuable upon completing a business combination, tightly aligning her incentive to close a deal; however, this can also incent acceptance of less favorable terms to avoid liquidation, especially with a diminished trust balance and delisted trading venue .
• Governance risk: Combined CEO/Chair role and effective voting control via Sponsor limit public shareholder influence; nevertheless, the Board is majority independent with functioning committees and financial expertise, partially mitigating oversight concerns .
• Execution risk: Multiple extensions, heavy redemptions, noncompliance notices, going concern language, trust fund misallocation, and unresolved excise tax liabilities raise the bar for closing the Ace Green Recycling merger (or an alternative), with limited trust capital to support closing conditions and post‑close liquidity .
• Trading signals: Sponsor control and extension mechanics suggest near‑term outcomes are driven by deal milestones (S‑4 effectiveness, special meeting timing, redemption behavior) rather than fundamentals; redemption/arb dynamics and OTC liquidity may dominate price action until transaction clarity improves .