Item
8.01 Other Events.
On
December 15, 2022, Athena Technology Acquisition Corp. II, a Delaware corporation (“Athena”) issued
a press release announcing that it intends to adjourn, without conducting any business, the special meeting of its stockholders (the
“Extension Meeting”) scheduled to occur at 1:00 p.m., Eastern time, on December 16, 2022, and to reconvene
the Extension Meeting at 4:30 p.m., Eastern time, on December 21, 2022. The Extension Meeting is to be held with respect to the amendment
of Athena’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the
date (the “Deadline Date”) by which Athena must consummate an initial business combination (the “Extension”)
from June 14, 2023 to September 14, 2023, which is 21 months from the closing date of Athena’s initial public offering. The
Extension Meeting will still be held virtually at https://www.cstproxy.com/athenaspac/2022.
In connection with the adjournment
of the Extension Meeting, Athena is extending the deadline for holders of its shares of Class A common stock to exercise their right to
redeem their shares for their pro rata portion of the funds available in Athena’s trust account, or to withdraw any previously delivered
demand for redemption, to 5:00 p.m., Eastern time, on December 19, 2022 (two business days before the adjourned Extension Meeting).
A copy of the press
release issued by Athena is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Additional Information and
Where to Find It
Athena has filed a definitive
proxy statement (as amended, the “Extension Proxy Statement”) to be used at the Extension Meeting. Athena has
mailed the Extension Proxy Statement to its stockholders of record as of November 21, 2022 in connection with the Extension Amendment.
Investors and security holders of Stockholders are advised to read the Extension Proxy Statement and any amendments thereto, because these
documents will contain important information about the Extension Amendment and Athena. Stockholders will also be able to obtain copies
of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Athena Technology
Acquisition Corp. II, 442 5th Avenue, New York, NY 10018.
Participants in the Solicitation
Athena and its directors and executive
officers may be deemed to be participants in the solicitation of proxies of Athena’s stockholders in connection with the Extension
Amendment. Investors and security holders may obtain more detailed information regarding the names and interests of Athena’s directors
and officers in Athena and the Extension Amendment in Athena’s Annual Report on Form 10-K filed with the SEC on March 30, 2022,
any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports Athena file with the SEC, including the Extension
Proxy Statement. These documents can be obtained free of charge from the sources indicated above.
Forward Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”,
“predict”, “should”, “would”, “predict”, “potential”, “seem”,
“future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict
or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside Athena’s control, that could cause actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the
risk that approval of Athena’s stockholders for the Extension Amendment is not obtained; the level of redemptions made by the Athena’s
stockholders in connection with the Extension Amendment and its impact on the amount of funds available in the Athena’s trust account
to complete an initial business combination; the ability of Athena and the Sponsor to enter into additional Non-Redemption Agreements;
and those factors discussed in the Athena’s Annual Report on Form 10-K filed with the SEC on March 30, 2022, any subsequent Quarterly
Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC, including the Extension Proxy Statement. Athena
does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by law.