Air Water Ventures Ltd., a first mover in direct air-to-water technology (the Company), and Athena Technology Acquisition Corp. II (NYSE: ATEK.U) (Athena Technology II), a publicly listed special purpose acquisition company, have jointly announced that they have entered into a definitive agreement for a business combination that will result in the formation of The Air Water Company. The business combination values the Company at a pre-money equity value of US$300 million. Upon closing of the business combination, subject to approval by Athena Technology II stockholders and other customary requirements, The Air Water Company is expected to be listed on the New York Stock Exchange (the NYSE). The business combination is expected to close in the first quarter of 2024.

Latham & Watkins LLP represents Athena Technology II in the business combination with a corporate deal team led by Chicago partner Daniel Breslin, Houston partner Ryan Maierson, and New York partner Peyton Worley, with associates Cierra Warren and Joe Altieri. Advice was also provided on capital markets matters by Chicago partner Scott Westhoff, with associates Ben Winnett, Greer Gaddie, and Chelsea Carlson; on tax matters by Bay Area partner Katharine Moir, with associates Alex Farris and Kayleigh Kuyon; on UK corporate matters by London partner Robbie McLaren, with associates Jennifer Cadet and Aeneas Nalbantis; on UK tax matters by London partner Karl Mah, with associate Lina Le Roux; on UK employee benefits matters by London partner Sarah Gadd, with associate Jess McIntosh; on intellectual property and data privacy matters by London partner Gail Crawford, with associates Georgina Hoy and Timothy Neo; on economic sanctions and export controls matters by London partner Charles Claypoole, with associate Thomas Lane; and on anti-bribery and anti-corruption matters by London partner Stuart Alford KC, with associate Michelle Taylor.