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Filing Details

Accession Number:: 0001213900-22-000263
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-03 16:23:54
Reporting Period:: 2021-12-28

Accepted Time:: 2022-01-03 16:23:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1882198	Athena Technology Acquisition Corp. Ii	ATEK.U	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1847748	D. Isabelle Freidheim	C/O Athena Technology Acquisition Corp. Ii, 442 5Th Avenue New York, NY 10018	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.001	Acquisiton	2021-12-28	3,750	$10.00	953,750	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B common stock	Disposition	2021-12-28	1,181,250	$0.00	1,181,250	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,881,250			No	4	J	Indirect

Footnotes

The reporting person is the managing member of Athena Technology Sponsor II LLC (the "Sponsor"), a Delaware limited liability company. As such, the reporting person has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly. With the Underwriters' partial exercise of their over-allotment option, the Sponsor purchased an additional 3,750 units of Athena Technology Acquisition Corp. II (the "Issuer") in a private placement. Each unit consists of one share of the Issuer's Class A common stock, par value $0.001 ("Common Stock"), and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Private Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261287).
As described in the Issuer's registration statement on Form S-1 (File No. 333-261287) under the heading "Description of Securities - Common Stock - Founder Shares and Private Placement Shares", the Class B common stock will automatically convert into Class A common stock at the time of the Issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
As contemplated in connection with the initial public offering of the Issuer, 1,181,250 Class B common stock of the Issuer were forfeited by Athena Technology Sponsor II LLC to the Issuer for no consideration and cancelled because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option in full, as described in the Issuer's registration statement.