Jenn Calabrese
About Jenn Calabrese
Jenn (Jennifer) Calabrese is Chief Financial Officer of Athena Technology Acquisition Corp. II (ATEK) since July 24, 2024, after serving as ATEK’s outside accounting and financial reporting consultant since September 2022 . She is the founder and CEO of Calabrese Consulting, LLC (CCL), a woman‑owned accounting and advisory firm (founded 2012) and is a CPA and CGMA; she holds a B.B.A. in Accounting and B.A. in Psychology from Hofstra University and an M.S. in Accountancy from SUNY Polytechnic . She also serves as a director at Marpai, Inc. (Nasdaq: MRAI) since December 2023 . ATEK is a SPAC with no operating revenues; recent filings focus on extensions and a proposed business combination with Ace Green Recycling, going‑concern uncertainty, and trading on the OTC Pink Market after delisting, so TSR/revenue/EBITDA growth metrics are not applicable for her tenure at a pre‑combination SPAC .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Athena Technology Acquisition Corp. II | Chief Financial Officer | Jul 24, 2024 – present | Principal financial and accounting officer; signed SOX 302/906 certifications; supports extension and business combination process . |
| Athena Technology Acquisition Corp. II | Outside consultant (via CCL) | Sep 2022 – Jul 2024 | Provided accounting and financial reporting services to the SPAC during its extension/redemption periods . |
| Calabrese Consulting, LLC | Founder & CEO | 2012 – present | Built a 40+ employee advisory firm serving 350+ clients; platform for SPAC advisory work . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marpai, Inc. (Nasdaq: MRAI) | Director | Dec 2023 – present | Public company board service . |
| Professional affiliations | Member | N/A | AICPA and NYSSCPA memberships (CPA, CGMA) . |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Cash compensation to ATEK executive officers (pre‑business combination) | “No compensation of any kind… will be paid by the company to our Sponsor, executive officers and directors… prior to completion of our initial business combination.” | |
| Director cash compensation | “None of our directors has received any cash compensation for services rendered to us.” | |
| Administrative services fee | $10,000 per month paid by ATEK to the Sponsor for office/administrative services (not executive pay) |
Implication: As a SPAC, ATEK does not pay base salary/bonus to executives prior to a business combination; her economic exposure has been primarily through her consulting firm (see Related Party Transactions) .
Performance Compensation
| Incentive type | Metrics/weighting | Target | Actual/payout | Vesting |
|---|---|---|---|---|
| Not disclosed | — | — | — | — |
ATEK discloses no annual or long‑term incentive plans for executives prior to a business combination; compensation post‑combination would be determined by the combined company’s board/compensation committee .
Equity Ownership & Alignment
| Date (record) | Beneficial ownership (shares) | % of outstanding | Notes |
|---|---|---|---|
| Nov 18, 2024 | — | — | No reported beneficial ownership for Jennifer Calabrese in 2024 proxy ownership table . |
| Aug 21, 2025 | — | — | No reported beneficial ownership for Jennifer Calabrese in 2025 special meeting proxy ownership table . |
Additional alignment/governance notes:
- Section 16(a) compliance: ATEK reported Jenn Calabrese’s Form 3 was filed late (due Aug 3, 2024; filed Oct 15, 2024) .
- No executive stock ownership guidelines or pledging/hedging disclosures were provided for ATEK executives pre‑combination .
Employment Terms
| Term | Disclosure | Source |
|---|---|---|
| Appointment/effective date | Appointed CFO effective July 24, 2024 | |
| Employment agreement | ATEK states it is “not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.” | |
| Severance/change‑in‑control | No termination benefits agreements pre‑combination; any future compensation post‑combination to be determined by the combined company | |
| Related party context | CCL, owned by CFO, has provided accounting/financial reporting services to ATEK since Sep 2022 |
Related Party Transactions (CFO‑linked)
| Period reference | Description | Amount |
|---|---|---|
| FY 2023 10‑K | Services provided by Calabrese Consulting, LLC to ATEK to date | $72,404.45 |
| 8‑K (CFO appointment, to date) | Services provided by Calabrese Consulting, LLC to ATEK to date | $79,405 |
| FY 2024 10‑K | Services provided by Calabrese Consulting, LLC to ATEK to date | $148,834 |
ATEK has a formal related‑party policy requiring Audit Committee approval for related‑party transactions; the consulting relationship is monitored under this framework .
Performance & Track Record (Company context during tenure)
- Extensions/delisting: ATEK pursued multiple extensions while working toward a business combination with Ace Green Recycling; securities were delisted from NYSE American in Dec 2024 and now trade on the OTC Pink Market .
- Liquidity/redemptions: Trust account decreased substantially through redemptions; estimated redemption price ~$11.66/share as of Aug 21, 2025 record date for the special meeting .
- Excise tax/governance: Company disclosed unpaid 1% excise tax liabilities and associated penalties from 2023–2024 redemptions; management and auditors noted substantial doubt about going concern .
Compensation Structure Analysis
- Cash vs. equity mix: No executive cash or equity comp paid pre‑combination; consulting fees to CFO’s firm rose as SPAC lifecycle extended (potential perception risk but disclosed and governed under related‑party policy) .
- Guarantees/at‑risk pay: No guaranteed executive salary or at‑risk incentive plan disclosed pre‑combination .
- Clawbacks/RSU/option re‑pricing: No clawback policy or equity award structures disclosed for ATEK executives pre‑combination .
Equity Ownership & Alignment (Detail)
| Item | Status | Source |
|---|---|---|
| Total beneficial ownership | None reported for Jenn Calabrese as of Nov 18, 2024 and Aug 21, 2025 | |
| Vested vs. unvested | Not disclosed | — |
| Options (exercisable/unexercisable) | Not disclosed | — |
| Pledging/hedging | Not disclosed | — |
| Ownership guidelines | Not disclosed | — |
| Section 16 compliance | Form 3 filed late (administrative red flag) |
Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay applicable; ATEK does not pay executive compensation pre‑business combination and will determine compensation post‑combination at the combined company level .
Expertise & Qualifications
- Credentials: CPA, CGMA; memberships in AICPA and NYSSCPA .
- Education: B.B.A. (Accounting) and B.A. (Psychology), Hofstra University; M.S. in Accountancy, SUNY Polytechnic .
- Board qualifications: Public company director experience (Marpai, Inc.) .
Investment Implications
- Alignment/retention: Zero reported personal ownership in ATEK stock and lack of pre‑combination executive pay reduce alignment and retention signals; however, as a SPAC, executive comp is intentionally minimized pre‑deal. Investors should look to post‑combination comp design and ownership to assess alignment .
- Related‑party optics: Rising fees to Calabrese Consulting during extensions are disclosed and governed by policy but may draw scrutiny; continued Audit Committee oversight is key .
- Governance risk signals: Late Form 3 for the CFO, delisting to OTC Pink, going‑concern language, and unpaid excise tax liabilities/penalties highlight broader governance and financial control risk at the SPAC level, which can impact execution of a business combination and future comp/governance frameworks .
- Near‑term catalysts: Completion (or failure) of the Ace Green Recycling transaction and subsequent listing outcomes will determine future compensation structures, equity grants, and ownership alignment for the CFO; until then, traditional pay‑for‑performance analytics are not applicable to ATEK .