Exhibit
10.8


 


Athena
Technology Acquisition Corp. II


442
5th Avenue


New
York, NY 10018


 


[●],
2021


 


Athena
Technology Sponsor II, LLC


442
5th Avenue


New
York, NY 10018


 


	 	Re:	Administrative
    Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Athena Technology Acquisition Corp. II (the “Company”) and Athena Technology Sponsor II,
LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of
the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on
Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing
until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case
as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


		(i)	Provider
shall make available, or cause to be made available, to the Company, at 442 5th Avenue, New York, NY 10018 (or any successor
location of Provider), certain office space, utilities and secretarial and administrative services as may be reasonably required by the
Company. In exchange therefor, the Company shall pay Provider the sum of $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and



 


		(ii)	Provider
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out
of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds
of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of,
this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise
adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in
any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This
letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of
the State of New York, without giving effect to its choice of law principles.


 


[Signature
page follows]


 






     


     


    

 


	 	Very
truly yours,
	 	 
	 	ATHENA TECHNOLOGY ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:	Isabelle Freidheim
	 	 	Title:	Chief Executive Officer



 


AGREED
TO AND ACCEPTED BY:


ATHENA
TECHNOLOGY SPONSOR II, LLC


 


	By:	 	 
	 	Name:	Isabelle
    Freidheim	 
	 	Title:	Managing
    Member	 


 


[Signature Page to Administrative Services Agreement]