Exhibit
4.2


 


	NUMBER	 	 
	 	 	C-
	 	 	SHARES
	 	 	SEE REVERSE
    FOR CERTAIN DEFINITIONS
	 	 	CUSIP 04687C
    105


 


ATHENA
TECHNOLOGY ACQUISITION CORP. II


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK


 


This
Certifies that [-]


 


is
the owner of [-]


 


FULLY
PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF


 


ATHENA
TECHNOLOGY ACQUISITION CORP. II

(THE “COMPANY”)


 


transferable
on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The
Company will be forced to redeem all of its shares of Class A common stock if it is unable to complete a business combination within
the time period set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time
to time, all as more fully described in the Company’s final prospectus dated [-], 2021.


 


This
certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.


 


Witness
the seal of the Company and the facsimile signatures of its duly authorized officers.


 


	Chief
    Executive Officer	[Corporate
    Seal]

    

    Delaware
	Chief
    Financial Officer
	 	 	 
	 	 	 


 




    


     

    

 


ATHENA
TECHNOLOGY ACQUISITION CORP. II


 


The
Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the
provisions of the Company’s amended and restated certificate of incorporation and all amendments thereto and resolutions of the
Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all
of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:


 


	TEN
    COM	—  	as
    tenants in common	UNIF
    GIFT MIN ACT	—  	 	Custodian	 
	TEN ENT	—	as tenants
    by the entireties	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants
    with right of survivorship and not as tenants in common	 	 	under
    Uniform Gifts to Minors Act
	 	 	 	 	 	(State)


 


Additional
abbreviations may also be used though not in the above list.


 


For
value received, hereby sells, assigns and transfers unto


 


(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


shares
of the capital stock represented by the within Certificate, and hereby irrevocably constitutes and appoints [-]


 


Attorney
to transfer the said stock on the books of the within named Company with full power of substitution in the premises.


 


	Dated:	 





	 


 


NOTICE:
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	Signature(s) Guaranteed:

                                                                                 
	 
	By	 
	 


 


	 


 


THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).


 


In
each case, as more fully described in the Company’s final prospectus dated [-], 2021, the holder(s) of this certificate shall be
entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial public offering
only in the event that (i) the Company redeems the shares of Class A common stock sold in the Company’s initial public offering
and liquidates because it does not consummate an initial business combination within the time period set forth in the Corporation’s
amended and restated certificate of incorporation, as the same may be amended from time to time (such date being referred to herein as
the “Last Date”), (ii) the Company redeems the shares of Class A common stock sold in its initial public offering in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing
of the Company’s obligation to redeem 100% of the Class A common stock if it does not consummate an initial business combination
by the Last Date, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have
any right or interest of any kind in or to the trust account.