| 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 |
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| 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/21/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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. | ||