Isabelle D. Freidheim Form 4 Athena Technology Acquisition Corp. II / Isabelle D. Freidheim ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Athena Technology Sponsor II, LLC

(Last) (First) (Middle)

442 5TH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Athena Technology Acquisition Corp. II [ ATEK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/21/2023		C		8,881,250(1)	A	(1)	9,835,000(2)	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	06/21/2023		C			8,881,250	(1)	(4)	Class A Common Stock	8,881,250	(1)	0	D

1. Name and Address of Reporting Person^*

Athena Technology Sponsor II, LLC

(Last) (First) (Middle)

442 5TH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Freidheim Isabelle D.

(Last) (First) (Middle)

442 5TH AVENUE

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

	By: /s/ Isabelle Freidheim Managing Member	06/23/2023
	By: /s/ Isabelle Freidheim	06/23/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.