Form 25 - Notification of the removal from listing and registration of matured, redeemed or retired securities

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number:	3235-0080
Washington, D.C. 20549	Expires:	May 31, 2024
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FORM 25	hours per response:	1.00

NOTIFICATION OF REMOVAL FROM LISTING AND/OR

REGISTRATION UNDER SECTION 12(b) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-41144

Athena Technology Acquisition Corp. II

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

442 5th Avenue, New York, New York 10018 (970) 925-1572

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

(1) Class A common stock, par value $0.0001 per share, (2) redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share, (3) units, each consisting of one share of Class A common stock and one-half of one redeemable warrant

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

☐	17 CFR 240.12d2-2(a)(1)

☐	17 CFR 240.12d2-2(a)(2)

☐	17 CFR 240.12d2-2(a)(3)

☐	17 CFR 240.12d2-2(a)(4)

☐	Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

☒	Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Athena Technology Acquisition Corp. II (Name of Issuer or Exchange) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

7/27/2023	By	Isabelle Freidheim		Chief Executive Officer
Date		Name		Title

¹	Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

SEC 1654 (03-06)

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.

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