ATEK Athena Technology Acquisition Corp II

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The stockholder(s) hereby appoint(s) Isabelle Freidheim and Anna Apostolova, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of the ballot, all of the shares of common stock of ATHENA TECHNOLOGY ACQUISITION CORP. II that the stockholder(s) is/are entitled to vote at the Special Meeting of Stockholders to be held at 1:00 p.m. Eastern Time on June 1312, 2023, virtually at www.virtualshareholdermeeting.com/ATEK2023SM, and any adjournment or postponement thereof.

Amended and Supplemented Extension Amendment Proposal

The Company has determined to modify the terms of the Extension Amendment Proposal to provide that the Company shall have the option to extend the date by which it has to consummate a business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date. A copy of the proposed Extension Amendment, as amended and supplemented herein, is attached to the Original Proxy Statement as Annex A. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

1. Certain disclosure in the Notice of Special Meeting in the proxy statement is hereby amended and restated to read as follows:

2. The question “Why am I receiving this proxy statement?” on page 2 of the proxy statement is hereby amended and restated to read as follows:

Our Board has determined that it is in the best interests of the Company to further amend the charter to extend the date we have to consummate a business combination to up to MarchJanuary 14, 2024 in order to allow the Company more time to complete the Proposed Business Combination. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders to vote upon.

3. The question “What is being voted on?” on page 3 of the proxy statement is hereby amended and restated to read as follows:

4. Certain disclosure under “Date, Time, Place and Purpose of the Special Meeting” on page 19 of the proxy statement is hereby amended and restated to read as follows:

5. Certain language in Annex A, “Proposed Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Athena Technology Acquisition Corp. II,” on page A-1 of the proxy statement is hereby amended and restated to read as follows:

5. The text of Section 9.1(b) of Article IX of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 2527 months from the closing of the Offering (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) or such earlier date as the Board shall determine to dissolve and liquidate the Corporation in accordance with the terms of this Amended and Restated Certificate and (iii) the redemption of shares in connection with a vote seeking to amend such provisions of this Amended and Restated Certificate as described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.”

6. Certain disclosure on the proxy card of the definitive proxy statement is hereby amended and restated to read as follows:

Amended and Supplemented Trust Amendment Proposal

The Company has determined to modify the terms of the Trust Amendment Proposal to provide that the Company shall have the option to extend the Current Outside Date to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date, until the Extended Date, or a total of up to nine months after the Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the trust account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the Company’s charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred. A copy of the proposed Trust Amendment, as amended and supplemented herein, is attached to the Original Proxy Statement as Annex B. All stockholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

1. Certain disclosure in the Notice of Special Meeting in the proxy statement is hereby amended and restated to read as follows:

. . .

If the Extension is effectuated, the remaining public stockholders will retain the opportunity to have their public shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our charter, as amended. In addition, the remaining public stockholders will be entitled to have their public shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases, including redemptions, of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations after December 31, 2022. Any redemption of shares of common stock on or after January 1, 2023, such as the redemptions discussed herein, may be subject to the excise tax. The Company confirms that the proceeds placed in the trust account in connection with the IPO and any extension payment, as well as any interest earned thereon, will not be used to pay for any excise tax payable pursuant to the IRA.

2. The question “What is being voted on?” on page 3 of the proxy statement is hereby amended and restated to read as follows:

3. The question “Will the Company be subject to the new 1% U.S. federal excise tax that could be imposed in connection with redemptions of public shares?” on page 13 of the proxy statement is hereby amended and restated to read as follows:

As described under the section of this proxy statement entitled “The Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal — Redemption Rights”, if the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal are approved, and if the Extension is implemented, public stockholders will have the right to require us to redeem their public shares. Because any such redemptions will occur after December 31, 2022 such redemptions may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs, (iii) the nature and amount of any “PIPE” or other equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) the content of final and proposed regulations and further guidance from the U.S. Department of the Treasury. The foregoing could cause a reduction in the cash available to complete a business combination and our ability to complete a business combination. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the specific mechanics of any required payment of the excise tax have not been determined. It is expected that, at the time of the redemption of public shares, the amount of the excise tax payable may not be known with certainty. The Company confirms that amounts payable to public stockholders with respect to redemptions of public shares out of funds held in the trust account, any extension payments and any additional amounts deposited into the trust account, as well as any interest earned thereon, will not be reduced by the excise tax, if any, resulting from redemptions of public shares in connection with the Extension.

4. Certain disclosure under “Date, Time, Place and Purpose of the Special Meeting” on page 19 of the proxy statement is hereby amended and restated to read as follows:

5. Certain disclosure under “The Extension Amendment, the Trust Amendment and the Founder Share Amendment Proposal” on page 22 of the proxy statement is hereby amended and restated to read as follows:

The Company is proposing to amend its charter and the Trust Agreement to extend the date by which the Company must consummate a business combination to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the trust account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the Company’s charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred. The Company is also proposing to amend its charter to provide holders of Class B common stock the right to convert any and all of their Class B common stock into Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder.

6. Certain language in Annex B, “Proposed Form of Amendment No. 1 to Investment Management Trust Agreement,” on page B-1 of the proxy statement is hereby amended and restated to read as follows:

WHEREAS, the Company has sought the approval of the holders of its shares of Common Stock and holders of its shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), at a special meeting to: (i) give the Company the right to extend the date (the “Termination Date”) by which it has to consummate a business combination from June 14, 2023 to up to MarchJanuary 14, 2024 (the “Extended Date”) (the “Extension Amendment”) and (ii) a proposal to amend the Original Agreement to allow the Company to extend the Termination Date to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after June 14, 2023 until the Extended Date, or a total of up to nine months after June 14, 2023, provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the Trust Account the lesser of (a) $60,000 and (b) $0.03 for each share of Common Stock issued and outstanding that has not been redeemed in accordance with the terms of the Company’s charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred (the “Trust Amendment”);

. . .

1. Amendment to Trust Agreement. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 1825 months after the closing of the Offering (which such date may be extended by the Company for one month up to nine times following such date, provided that Athena Technology Sponsor II, LLC, the Company’s sponsor, or any of its affiliates or designees will deposit into the Trust Account, upon the election of each such one-month extension, the lesser of (a) $60,000 and (b) $0.03 per unredeemed share of Common Stock) and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;”

. . .

2. A new Section 1(m) shall me added to the Original Agreement as follows:

“(m) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the applicable Termination Date (as may be extended in accordance with Section 1(i) herein), signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to such Termination Date (if and as applicable), to follow the instructions set forth in the Extension Letter.”

. . .

3. A new Exhibit E shall be added to the Original Agreement as follows:

EXHIBIT E

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company 1 State Street, 30th Floor

New York, New York 10004

Attn:

Re: Trust Account No. [   ] Extension Letter

Dear :

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Athena Technology Acquisition Corp. II (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 9, 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate an initial business combination for an additional one (1) month, from       to       (the “Extension”).

This Extension Letter shall serve as the notice required with respect to any Extension prior to the applicable Termination Date (as may be extended in accordance with Section 1(i) of the Trust Agreement). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to the deposit a contribution in the amount of $[●] for such one-month extension, unless the closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account investments upon receipt.

Very truly yours,

7. Certain disclosure on the proxy card of the definitive proxy statement is hereby amended and restated to read as follows:

Reclassification of the Adjournment Proposal as a “Non-Routine” Matter

The Company has been advised by the New York Stock Exchange that it has classified the Adjournment Proposal as a “non-routine” matter, meaning that a broker may not vote on the proposal without instructions from beneficial owners. As a result, if you are a beneficial owner of shares held in “street name” and you do not submit instructions to your broker about how your shares are to be voted for the Adjournment Proposal, your shares will constitute “broker non-votes,” which will have no effect on the outcome of the proposal.

1. The question “How are votes counted?” on page 10 of the proxy statement is hereby amended and restated to read as follows:

Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal.

Because approval of each of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal require the affirmative vote of the stockholders holding at least 65% of the shares of Class A common stock and Class B common stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the Extension Amendment Proposal. As of the date of this proxy statement, the shares held by the Sponsor represent approximately 27.9% of the Company’s outstanding common stock. Accordingly, as of the date of this proxy statement, in addition to the shares held by the Sponsor, the Company will need 13,063,000 public shares (or about 37.1% of the outstanding common stock) to be voted in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal to approve such proposals.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting. Accordingly, as of the date of this proxy statement, in addition to the shares held by the Sponsor, the Company will need 7,817,000 public shares (or about 22.1% of the outstanding common stock) to be voted in favor of the Adjournment Proposal to approve such proposal.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

2. The question “If my shares are held in ’street name,’ will my broker automatically vote them for me?” on page 10 of the proxy statement is hereby amended and restated to read as follows:

No. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. The approval of each of the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal and the Adjournment Proposal is a non-routine matter, while the Adjournment Proposal, if presented, will be considered a routine matter.

For non-routine matters such as the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal and the Adjournment Proposal, your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal and the Adjournment Proposal. Broker non-votes will have the same effect as a vote “AGAINST” the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal and the Adjournment Proposal; however, since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

3. Certain disclosure under “Votes Required” on page 19 of the proxy statement is hereby amended and restated to read as follows:

Approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal will require the affirmative vote of holders of 65% of the Company’s Class A common stock and Class B common stock, voting together as a single class, outstanding on the record date. As of the date of this proxy statement, the shares held by the Sponsor represent approximately 27.9% of the Company’s outstanding common stock. Accordingly, as of the date of this proxy statement, in addition to the shares held by the Sponsor, the Company will need 13,051,501 public shares (or about 37.1% of the outstanding common stock) to be voted in favor of the Extension Amendment Proposal to approve such proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting. Accordingly, as of the date of this proxy statement, in addition to the shares held by the Sponsor, the Company will need 7,770,001 public shares (or about 22.1% of the outstanding common stock) to be voted in favor of the Adjournment Proposal to approve such proposal.

If you do not vote (i.e., you “abstain” from voting), your action will have the same effect as an “AGAINST” vote with regards to the Extension Amendment Proposal, the Trust Amendment Proposal and the Founder Share Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. Broker non-votes will have the same effect as “AGAINST” votes with respect to the Extension Amendment Proposal, the Trust Amendment Proposal, and the Founder Share Amendment Proposal and the Adjournment Proposal.; however, since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

If you do not want the Extension Amendment Proposal, the Trust Amendment Proposal or the Founder Share Amendment Proposal to be approved, you must abstain, not vote or vote against the proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment, the Trust Amendment and the Founder Share Amendment.

If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. Since the Adjournment Proposal is considered a routine matter, brokers shall be entitled to vote on the Adjournment Proposal absent voting instructions, and thus there should be no broker non-votes with respect to the Adjournment Proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.