Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On July 18, 2024, Randi Zuckerberg gave notice of her resignation as a member of the Board of Directors (the "Board") of Athena Technology Acquisition Corp. II (the "Company"), and all other positions she held as a member of any committee of the Board. Ms. Zuckerberg's resignation decision was not due to any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. The Board accepted her resignation effective as of July 24, 2024 and thanked Ms. Zuckerberg for her commitment and service to the Company.

CFO Transition

The Company appointed a new Chief Financial Officer, Jennifer Calabrese, effective as of July 24, 2024, after serving as the Company's outside consultant providing accounting and financial reporting services to the Company since September 2022. As of the same date, Anna Apostolova stepped down as Chief Financial Officer to pursue other opportunities.

Ms. Calabrese, age 53, is the founder and Chief Executive Officer of Calabrese Consulting, LLC ("CCL"). Founded in 2012, CCL is a woman-owned, full-service accounting and advisory firm with over 40 employees, serving more than 350 clients around the world. Ms. Calabrese is a Certified Public Accountant, a Chartered Global Management Accountant, and a member of both The American Institute of Certified Public Accountants and The New York State Society of Certified Public Accountants. Since December 2023, Ms. Calabrese has served as a director on the board of Marpai, Inc. (Nasdaq: MRAI). She graduated from Hofstra University with a B.B.A. in Accounting and a B.A. in Psychology and earned her Master of Science in Accountancy from SUNY Polytechnic.

No family relationship exists between Ms. Calabrese and any of the Company's directors or executive officers. There are no arrangements or understandings between Ms. Calabrese and any other person pursuant to which Ms. Calabrese was selected as an officer of the Company. Ms. Calabrese is the founder and Chief Executive Officer of Calabrese Consulting, LLC, a financial consulting firm which has provided accounting and financial reporting services to the Company since September 2022. To date, Calabrese Consulting, LLC has provided services to the Company totaling $79,405, resulting in a series of transactions which may result in a related party transaction.