ATHENA TECHNOLOGY ACQUISITION CORP. II: Other Facts, Financial Statements and Exhibits (Form 8-K)

Item 8.01 Other Events.

good December 15, 2022, Athena Technology Acquisition Corp. IIa Delaware
corporation (“Athena”) issued a press release that it intends to announce, without making any trades, the holding of a special meeting of its shareholders (the “Extension Meeting”). 1:00 PM Eastern Timegood December 16, 2022and coming back to the Expansion Meeting 4:30 PM Eastern Timegood December 21, 2022. Extension Meeting Regarding Amending Athena’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which Athena must complete an initial business combination (the “Term”) (the “Extension”). June 14, 2023 to September 14, 2023, which is 21 months after the closing of Athena’s initial public offering. The expansion meeting will be held virtually at https://www.cstproxy.com/athenaspac/2022.

In connection with the adjournment of the Extension Meeting, Athena is extending the period for holders of Class A common stock to exercise, or withdraw, their right to redeem shares in a pro rata portion of the funds held in Athena’s trust account. any previously granted ransom demand, to 5:00 PM Eastern Timegood December 19, 2022 (Two business days before the scheduled Extension Meeting).

A copy of the press release issued by Athena is attached hereto as Exhibit 99.1 and is incorporated by reference into this Section 8.01.

Additional information and where to find it

Athena has filed a definitive proxy statement (as amended, the “Expansion Proxy Statement”) for use at the Expansion Meeting. Athena has sent the Expansion Proxy Statement to its shareholders November 21, 2022 Related to the Extension Amendment. Investors and holders of Shareholder securities are encouraged to read the extension proxy statement and the amendments thereto, as these documents will contain important information about the amendment to the Extension and Athena. Likewise, Shareholders may obtain copies of the Extension Proxy Certificate, free of charge, at the SECs
website at www.sec.gov or by applying to: Athena Technology Acquisition Corp. II, 442 5th Avenue, New York, NY 10018.

Participants of the call

Athena and its directors and executive officers may be considered participants in the solicitation of proxies from Athena stockholders in connection with the Extension Amendment. Investors and security holders can obtain more detailed information about the names and interests of Athena’s directors and officers and obtain more detailed information about the Expansion Amendment filed in Athena’s Form 10-K. SEC good March 30, 2022Subsequent quarterly report on Form 10-Q SEC and in other reports with the Athena file SEC, including the extension proxy statement. These documents can be obtained free of charge from the sources indicated above.



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Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by using words like these. “anticipate”, “plan”, “project”, “anticipate”, “intend”, “want”, “expect”, “anticipate”, “believe”, “seek”, “goal”, “may”, ” intend “, “anticipate”, “should”, “would”, “anticipate”, “potential”, “appear”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that are predictive; or which are not indicative of future events or trends or statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results and involve significant risks, uncertainties, assumptions and other factors, many of which are beyond Athena’s control, that could affect actual results or outcomes. They differ materially from those discussed in the forward-looking statements. Important factors that could affect actual results or results include: the risk that the Extension Amendment will not be approved by Athena stockholders; the level of redemptions made by Athena stockholders in connection with the Extension Amendment and the amount of funds available in Athena’s trust account to complete the initial business combination; the ability of Athena and the Sponsors to enter into additional Non-Rescue Agreements; and those factors discussed in Athena’s Annual Report on Form 10-K SEC good March 30, 2022Subsequent quarterly report on Form 10-Q SEC and we present it in the other reports SEC, including the extension proxy statement. Athena undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number    Description
99.1        Press Release, dated December 15, 2022







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