United States securities and exchange commission logo





                             October 26, 2021

       Isabelle Freidheim
       Chief Executive Officer
       Athena Technology Acquisition Corp. II
       442 5th Avenue
       New York, NY 10018

                                                        Re: Athena Technology
Acquisition Corp. II
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
18, 2021
                                                            CIK No. 0001882198

       Dear Ms. Freidheim:

                                                        This is to advise you
that we do not intend to review your registration statement.

               We request that you publicly file your registration statement
and nonpublic draft
       submissions at least 15 days prior to any road show as that term is
defined in Rule 433(h)(4) or,
       in the absence of a road show, at least 15 days prior to the requested
effective date of the
       registration statement. Please refer to Rules 460 and 461 regarding
requests for acceleration. We
       remind you that the company and its management are responsible for the
accuracy and adequacy
       of their disclosures, notwithstanding any review, comments, action or
absence of action by the
       staff.

              Please contact Cheryl Brown, Law Clerk, at 202-551-3905 or Loan
Lauren Nguyen,
       Legal Branch Chief, at 202-551-3642 with any questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Energy & Transportation
       cc:                                              Lynwood E. Reinhardt,
Esq.