ATEKW · Athena Technology Acquisition Corp. II · Insider Trading

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.

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.

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.

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.

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.

With the Underwriters' partial exercise of their over-allotment option, the Reporting Person purchased an additional 3,750 units of Athena Technology Acquisition Corp. II (the "Issuer") in a private placement. Each unit consists of one share of the Issuer's Class A common stock, par value $0.001 ("Common Stock"), and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Private Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261287).

As described in the Issuer's registration statement on Form S-1 (File No. 333-261287) under the heading "Description of Securities - Common Stock - Founder Shares and Private Placement Shares", the Class B common stock will automatically convert into Class A common stock at the time of the Issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

As contemplated in connection with the initial public offering of the Issuer, 1,181,250 Class B common stock of the Issuer were forfeited by Athena Technology Sponsor II LLC (the "Sponsor") to the Issuer for no consideration and cancelled because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option in full, as described in the Issuer's registration statement.

The reporting person is the managing member of Athena Technology Sponsor II LLC (the "Sponsor"), a Delaware limited liability company. As such, the reporting person has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly. With the Underwriters' partial exercise of their over-allotment option, the Sponsor purchased an additional 3,750 units of Athena Technology Acquisition Corp. II (the "Issuer") in a private placement. Each unit consists of one share of the Issuer's Class A common stock, par value $0.001 ("Common Stock"), and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Private Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261287).

As described in the Issuer's registration statement on Form S-1 (File No. 333-261287) under the heading "Description of Securities - Common Stock - Founder Shares and Private Placement Shares", the Class B common stock will automatically convert into Class A common stock at the time of the Issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

As contemplated in connection with the initial public offering of the Issuer, 1,181,250 Class B common stock of the Issuer were forfeited by Athena Technology Sponsor II LLC to the Issuer for no consideration and cancelled because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option in full, as described in the Issuer's registration statement.

The Reporting Person purchased 950,000 units of Athena Technology Acquisition Corp. II (the "Issuer") in a private placement that closed simultaneously with the Issuer's initial public offering for an aggregate purchase price of $9,500,000. Each unit consists of one share of the Issuer's Class A common stock, par value $0.001 ("Common Stock"), and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Private Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261287).

The reporting person is the managing member of Athena Technology Sponsor II LLC, a Delaware limited liability company. As such, the reporting person has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by the Sponsor and disclaims any beneficial ownership of the reported common stock other than to the extent of any pecuniary interest she may have therein, directly or indirectly. Athena Technology Sponsor II LLC purchased 950,000 units of Athena Technology Acquisition Corp. II (the "Issuer") in a private placement that closed simultaneously with the Issuer's initial public offering for an aggregate purchase price of $9,500,000. Each unit consists of one share of the Issuer's Class A common stock, par value $0.001 ("Common Stock"), and one-half of one redeemable warrant, as described under the heading "Description of Securities - Units - Private Placement Units" in the Issuer's registration statement on Form S-1 (File No. 333-261287).