Athena Technology Sponsor II, LLC - Jun 21, 2023 Form 4 Insider Report for Athena Technology Acquisition Corp. II (ATEK)

Role: 10%+ Owner
Signature: By: /s/ Isabelle Freidheim Managing Member
Stock symbol: ATEK
Transactions as of: Jun 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/23/2023, 04:00 PM
Previous filing: Jan 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATEK	Class A Common Stock	Conversion of derivative security		+8.88M	+931.19%		9.84M	Jun 21, 2023	Direct	F1, F2, F3

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	Conversion of derivative security		-8.88M	-100%		0	Jun 21, 2023	Class A Common Stock	8.88M		Direct	F1, F4

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

Explanation of Responses:

Id	Content
F1	On June 21, 2023, the Reporting Person elected to convert the 8,881,250 shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") of Athena Technology Acquisition Corp. II (the "Issuer") held by the Reporting Person into shares of Class A Common Stock of the Issuer, par value $0.0001 ("Class A Common Stock") on a one-for-one basis for no consideration. As a result of such conversion on June 21, 2023, (i) 8,881,250 shares of Class B Common Stock were cancelled, (ii) 8,881,250 shares of Class A Common Stock were issued to the Reporting Person and (iii) the Reporting Person held 9,835,000 shares of Class A Common Stock and no shares of Class B Common Stock.
F2	Includes 953,750 shares of Class A Common Stock underlying private placement units (each unit consisting of one share of Class A Common Stock and one-half of one redeemable warrant, each whole warrant exercisable to purchase one share of Class A Common Stock) held by the Reporting Person, acquired in connection with the Issuer's initial public offering.
F3	The securities reported herein are held of record by the Reporting Person. Isabelle Freidheim, the Chief Executive Officer and a director of the Issuer, is the managing member of the Reporting Person and has voting and investment discretion with respect to the securities held by the Reporting Person. As such, Ms. Freidheim may be deemed to possess beneficial ownership of the securities held directly by the Reporting Person. Ms. Freidheim disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest she may have therein, directly or indirectly.
F4	The shares of Class B Common Stock were convertible into shares of Class A Common Stock on a one-for-one basis (i) at the Reporting Person's election and (ii) automatically at the time of the closing of the Issuer's initial business combination, in each case subject to adjustment pursuant to certain anti-dilution rights, and had no expiration date.