Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021, by and between
Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[__] (the “Registration Statement”) and
prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global
Markets Inc. as the representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $252,500,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $290,375,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together as
the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000 (or up to $10,812,500, if the Underwriters’
over-allotment option is exercised in full), is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Representative upon and concurrently with the consummation of the Business Combination (as defined below) (the
“Deferred Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:




 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended
(or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
and while account funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d)
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the
audit of the Company’s financial statements by the Company’s auditors;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached
hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed
in the Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 18 months after the
closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Stockholders of record as of such date;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested
by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned
on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment,
and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account
as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount
per share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the
written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware
for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not
be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the
Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 






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(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem shares
of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation to modify the substance or timing of the ability of Public Stockholders to seek redemption
in connection with an initial Business Combination or amendments to the Company’s amended and restated certificate of incorporation
prior thereto or the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in clause (y) of Section 1(i) of the Agreement. The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
Trustee shall have no responsibility to look beyond said request; and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:




 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties
under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying
on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the
Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not
be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as
may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;


 


(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)
Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person;


 






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(g)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(h)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $8,750,000 (or $10,812,500 if the Underwriters’ over-allotment option is exercised in full).


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:




 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, any tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.


 






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4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject
to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Section
1(i), 2(f) or Exhibit A may be made without the prior written consent of the Representative.


 


(d)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt
by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders
of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (or any
successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock,
par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification.
No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in
connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation
to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame specified
in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections
referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 






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(e)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, facsimile
transmission or by electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


cgonzalez@continentalstock.com


 


	 	 	if
    to the Company, to:

     

    Athena
    Technology Acquisition Corp. II

    Isabelle
    Freidheim

    Chief
    Executive Officer

    442
    5th Avenue, New York, NY 10018

     

    in
    each case, with copies to:

     

    Reed
    Smith LLP

    599
    Lexington Avenue, 22nd Floor

    New
    York, New York 10022

    Attn:
    Ari Edelman, Esq.

    Lynwood
    Reinhardt, Esq.

    Email:
    AEdelman@reedsmith.com

    LReinhardt@reedsmith.com

    Tel:
    (212) 521-5400

     

    and

     

    Citigroup
    Global Markets Inc.

    388
    Greenwich Street

    New
    York, NY 10013

    Attn:
    General Counsel

    Fax:
    (646) 291-1469

     

    and

     

    Shearman
    & Sterling LLP

    599
    Lexington Avenue

    New
    York, New York 10022

    Attn:
    Ilir Mujalovic, Esq.

    Bill
    Nelson, Esq.

    Email:
    Ilir.mujalovic@shearman.com

    Bill.nelson@shearman.com

    Tel:
    (212) 848-4000



 






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(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)
Each of the Company and the Trustee hereby acknowledges and agrees that Citigroup Global Markets Inc., on behalf of the Underwriters,
is a third-party beneficiary of this Agreement.


 


(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Trustee
	 	 	

     

	 	By:	 
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	ATHENA
    TECHNOLOGY ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:	Isabelle Freidheim
	 	 	Title:	Chief
    Executive Officer

    




 






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SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial set-up
    fee.	 	Initial closing
    of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year
    fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee
    for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following
    disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required
    pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery
    of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing
                                            rates	 




 





[Signature
Page to Investment Management Trust Agreement]

 






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EXHIBIT
A


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter

    






 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Athena Technology Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may
agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Operating Account at J.P. Morgan Chase Bank, N.A. will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative
on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit
in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date, (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or Chairman, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint
written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred
Discount directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






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	 	Very truly yours,
	 	 
	 	Athena Technology Acquisition Corp. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Acknowledged
    & Agreed by:

    Citigroup
    Global Markets Inc.

	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






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EXHIBIT
B


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Termination Letter

    



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Athena Technology Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected (1) as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the
Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


		(1)	18
                                            months from the closing of the Offering, or at a later date, if extended.




 





	 	Very truly yours,
	 	 
	 	Athena
    Technology Acquisition Corp. II

    

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global
    Markets Inc.



 






    12


     


    

 


EXHIBIT
C


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Withdrawal Instruction

    



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Athena Technology Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Athena
    Technology Acquisition Corp. II

    

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global
    Markets Inc.



 






    13


     


    

 


EXHIBIT
D


[Letterhead
of Company]


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account - Stockholder Redemption Withdrawal Instruction

    



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Athena Technology Acquisition Corp. II (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $______ of
the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Athena
    Technology Acquisition Corp. II

     

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Citigroup Global
    Markets Inc.


 


 







14