Non Reliance of Financial Report Form 8 K

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 10, 2024, the Audit Committee of the Board of Directors of Athena Technology Acquisition Corp. II, a Delaware corporation (the "Company"), in consultation with management, determined that the Company's previously issued unaudited condensed financial statements contained in its Quarterly Report on Form 10-Q for the three months ended September 30, 2023 should no longer be relied upon because of errors. The errors primarily related to the incorrect recording and presentation of approximately $1.5 million of funds withdrawn from the Company's trust account established in connection with the Company's initial public offering (the "Trust Account"), which was restricted for payment of tax liabilities under the Company's Amended and Restated Certificate of Incorporation and the terms of the Company's Investment Management Trust Agreement. The Company incorrectly recorded the withdrawal as a component of investments held in the Trust Account when such funds should have been recorded and presented as a component of restricted cash.

The Company intends to present the restatement of certain affected line items of the unaudited condensed financial statements for the three months ended September 30, 2023 to correct these errors and will include the related revised financial statements in the Company's forthcoming Annual Report on Form 10-K for the year ended December 31, 2023.

In addition, the Company has evaluated the impact of the identified errors on its internal control over financial reporting and disclosure controls and procedures. The Company will report material weaknesses in internal control over financial reporting related to this matter and will report that its disclosure controls and procedures were ineffective. The Company has already commenced efforts to remediate such material weaknesses. The Company will report those material weaknesses and its remediation efforts in its forthcoming Annual Report on Form 10-K for the year ended December 31, 2023.

The Audit Committee and Company's management discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the Company's independent registered public accounting firm, WithumSmith+Brown, PC.