Isabelle Freidheim - Dec 28, 2021 Form 4 Insider Report for Athena Technology Acquisition Corp. II (ATEK)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Isabelle Freidheim
Stock symbol: ATEK
Transactions as of: Dec 28, 2021
Transactions value $: $37,500
Form type: 4
Date filed: 1/3/2022, 03:23 PM
Previous filing: Dec 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATEK	Class A Common Stock, par value $0.001	Purchase	$37.5K	+3.75K	+0.39%	$10.00	954K	Dec 28, 2021	See Footnotes	F1

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
transaction	ATEK	Class B common stock	Other	$0	-1.18M	-11.74%	$0.00	8.88M	Dec 28, 2021	Class A common stock	1.18M		See Footnotes	F2, F3

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

Explanation of Responses:

Id	Content
F1	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).
F2	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.
F3	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.