Proxy Results Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the "Company"), at its annual meeting of stockholders held on December 10, 2024 (the "2024 Annual Meeting"), the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended (the "Charter"), with the Secretary of State of the State of Delaware (the "Amendment"). The Amendment extends the date by which the Company must consummate a business combination on a monthly basis for up to nine times by an additional one month each time for a total of up to nine months from December 14, 2024 to September 14, 2025 provided that Athena Technology Sponsor II, LLC or its affiliates or permitted designees will deposit into the trust account established by the Company in connection with the Company's initial public offering of units of Class A common stock, par value $0.001 per shares ("Class A Common Stock") and warrants to purchase shares of Class A Common Stock the lesser of (a) $25,000 and (b) $0.02 for each share of Class A Common Stock issued and outstanding that is subject to redemption and that has not been redeemed in accordance with the terms of the Charter upon the election of each such one-month extension unless the closing of the Company's initial business combination shall have occurred.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.