December 7, 2021

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cheryl Brown

RE:	Athena Technology Acquisition Corp. II
	Registration Statement on Form S-1, as amended
	Filed December 3, 2021
	File No. 333-261287
	Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Athena Technology Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on December 9, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute approximately 100 copies of the preliminary prospectus, dated December 3, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. 

[Signature page follows]

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ John Eydenberg
	Name:	John Eydenberg
	Title:	Managing Director

As representative of the several underwriters

cc:	Ilir Mujalovic, Partner, Shearman & Sterling LLP
	William B. Nelson, Partner, Shearman & Sterling LLP

[Signature Page to Acceleration Request Letter]