Athena Technology Sponsor II, LLC - Dec 9, 2021 Form 3 Insider Report for Athena Technology Acquisition Corp. II (ATEK)

Role: 10%+ Owner
Signature: By: /s/ Isabelle Freidheim Name: Isabelle Freidheim Title: Managing Member
Stock symbol: ATEK
Transactions as of: Dec 9, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/9/2021, 06:22 PM
Next filing: Jan 3, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ATEK	Class B Common Stock, par value $0.0001							Dec 9, 2021	Class A Common Stock	10.1M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in Athena Technology Acquisition Corp. II's (the "Issuer") registration statement on Form S-1 (File No. 333-261287), as amended (the "Registration Statement") and as described in the section entitled "Description of Securities.", the Class B common stock and private placement shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.
F2	These shares represent the Class B Common Stock held by Athena Technology Sponsor II LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B Common Stocked owned by the Sponsor includes up to 1,312,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement.

Content

As described in Athena Technology Acquisition Corp. II's (the "Issuer") registration statement on Form S-1 (File No. 333-261287), as amended (the "Registration Statement") and as described in the section entitled "Description of Securities.", the Class B common stock and private placement shares will automatically convert into shares of Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject to adjustment, and have no expiration date.

These shares represent the Class B Common Stock held by Athena Technology Sponsor II LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B Common Stocked owned by the Sponsor includes up to 1,312,500 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise their over-allotment option in full as described in the registrant's registration statement.