Material Event - Form 425

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 10, 2024, Athena Technology Acquisition Corp. II (the "Company") received a letter from the NYSE American LLC ("NYSE American" or the "Exchange") stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company's (i) class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), (ii) units, each consisting of one share of Class A Common Stock and one-half of one redeemable warrant ("Units), and (iii) redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share (together with the Class A Common Stock and Units, the "Company Securities"), pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such shorter period that the Company specified in its registration statement. As a result of the determination, trading of the Company Securities on NYSE American has been suspended. As indicated in the letter from NYSE American, the Company has a right to a review of the delisting determination by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange, provided that the Company submits a written request for such review no later than December 17, 2024.

The Company is working towards consummating its previously announced business combination with Ace Green Recycling, Inc. ("Ace Green"). If the Company Securities are delisted from NYSE American, the Company intends to seek a listing of the Company Securities on The Nasdaq Stock Market LLC ("Nasdaq") in connection with the consummation of the Company's proposed initial business combination.