Exhibit
4.1


 


	NUMBER	UNITS
	U-	 


 


SEE REVERSE
FOR CERTAIN DEFINITIONS


CUSIP
04687C 204


 


ATHENA
TECHNOLOGY ACQUISITION CORP. II


 


UNITS
CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE
SHARE OF CLASS A COMMON STOCK


 


THIS
CERTIFIES THAT [-] is the owner of Units.


 


Each
Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common
Stock”), of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), and
one-half of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder to purchase one
(1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable
thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), and will
expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company
completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”).
The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to [-], 2021,
unless Citigroup Global Markets Inc. elects to allow separate trading earlier, subject to the Company’s filing of a Current Report
on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of
the gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
The terms of the Warrants are governed by a Warrant Agreement, dated as of [-], 2021, between the Company and Continental Stock Transfer
& Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions
the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant
Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any
Warrant holder on written request and without cost.


 


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


 


This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


Witness
the facsimile signature of a duly authorized signatory of the Company.





 


	 	 	 
	Authorized
    Signatory	 	Transfer
    Agent



 



     


     


    

 


ATHENA
TECHNOLOGY ACQUISITION CORP. II


 


The
Company will furnish without charge to each unitholder who so requests, a statement of 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.


 


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 sell, assign and transfer unto 


 


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


 


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


 


Units
represented by the within Certificate, and do hereby irrevocably constitute and appoint


 


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


 


Dated


	 	 
	 	 
	 	Notice:
    The signature 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:
	 
	 
	 
	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 Company’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.