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                            November 5, 2021

       Phyllis W. Newhouse
       Chief Executive Officer
       Athena Technology Acquisition Corp.
       125 Townpark Drive, Suite 300
       Kennesaw, GA 30144

                                                        Re: Athena Technology
Acquisition Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed October 18,
2021
                                                            File No. 333-258606

       Dear Ms. Newhouse:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 4, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Proposal No. 1 - Approval of the Business Combination
       Certain U.S. Federal Income Tax Considerations, page 158

   1.                                                   We note your response
to prior comment 6, and re-issue such comment. Please revise
                                                        your disclosure to
clearly describe the federal income tax consequences of the Business
                                                        Combination, including
whether the Business Combination will be treated as a
                                                           reorganization
for U.S. federal income tax purposes within the meaning of Section
                                                        368(a) of the Code. See
Item 4(a)(6) of Form S-4. In that regard, we note your revised
                                                        disclosure that the
parties    have structured    the Business Combination to satisfy the
                                                        requirements provided
in U.S. tax law to qualify the Business Combination as a
                                                           reorganization
for U.S. tax purposes within the meaning of Section 368(a) of the Code.
 Phyllis W. Newhouse
Athena Technology Acquisition Corp.
November 5, 2021
Page 2
      If the merger is not taxable to shareholders, please also file a tax
opinion with your
      registration statement. If there is uncertainty regarding the tax
treatment, counsel may
      issue a "should" or "more likely than not" opinion to make clear that the
opinion is subject
      to a degree of uncertainty, and explain why it cannot give a firm
opinion. For guidance,
      refer to Staff Legal Bulletin No. 19.
        You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig
Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.



                                                            Sincerely,
FirstName LastNamePhyllis W. Newhouse
                                                            Division of
Corporation Finance
Comapany NameAthena Technology Acquisition Corp.
                                                            Office of Energy &
Transportation
November 5, 2021 Page 2
cc:       Penny J. Minna
FirstName LastName