Exhibit
10.1


[-],
2021


 


Athena
Technology Acquisition Corp. II


442
5th Avenue


Manhattan,
NY 10018


 


	 	Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) entered into by and between Athena Technology Acquisition Corp. II, a Delaware corporation
(the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles
the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in
the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and
prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
and the Units have been approved for listing on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Athena Technology Sponsor
II, LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the
“Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned by it, him
or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection
with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the
Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her in connection
therewith.


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the shares of Class
A Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on
the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board
of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter
to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination within the required time period set forth in the Charter or with respect to any other material provisions relating
to stockholders’ rights or pre-initial business combination activity, unless the Company provides its Public Stockholders with
the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest
shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Offering Shares.


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (B) a stockholder
vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity or in the context
of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within the time period set forth in the Charter).


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated
thereunder, with respect to, any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common
Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders
and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in
this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news
service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective
two business days after the publication date of such press release. The provisions of this paragraph will not apply if the release or
waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the
Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or
other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target
do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Offering Share and (ii) the actual amount
per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Offering
Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to
any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 






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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 1,312,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Founder Shares will represent an aggregate of 25.28% of the Company’s issued and outstanding shares of Class A Common Stock after
the Public Offering (not including shares of Class A Common Stock underlying the Warrants or Private Placement Units (as defined below)).
The Sponsor further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase
or sell shares or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership of the initial shareholders prior to the Public Offering at 25.28% of its issued and
outstanding Capital Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of
the Public Offering, then (A) the references to 3,750,000 in the numerator and denominator of the formula in the first sentence of this
paragraph shall be changed to a number equal to 15% of the number of Public Shares included in the Units issued in the Public Offering
and (B) the reference to 1,312,500 in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of
Founder Shares that the Sponsor would have to surrender to the Company in order for the initial shareholders to hold an aggregate of
25.28% of the Company’s issued and outstanding shares of Class A Common Stock after the Public Offering (not including shares of Class
A Common Stock underlying the Warrants or Private Placement Units).


 


6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in
the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b) and 9,
as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7.
(a) The Founder Shares owned by the Sponsor and each Insiders shall not be transferable or salable until the earlier to occur of: (i)
one year after the completion of the Company’s initial business combination; (ii) subsequent to the Company’s initial business
combination, if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination; and (iii) the date following the completion of our initial business combination on which the
Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property (such applicable
period being the “Founder Lock-Up Period”). During the Founder Lock-Up Period, the Insiders shall not, except
as described in the Prospectus, (I) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to the Founder Shares then
subject to the Founder Lock-Up Period, (II) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any of the Founder Shares then subject to the Founder Lock-Up Period, whether any such
transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (a)(I) or (a)(II).


 






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(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any share of Class A Common
Stock issued or issuable upon the exercise of the Private Placement Units), until 30 days after the completion of a Business Combination
(the “Private Placement Units Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private
Placement Units and shares of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Units
or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (i) to the Company’s officers, directors, or initial stockholders, any affiliate or immediate family member
of any of the Company’s officers, directors, initial stockholders, any affiliate of the Sponsor or to any members, officers or
directors of the Sponsor or any immediate family member, partner, affiliate or employee of a member of the Sponsor; (ii) in the case
of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an
individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant
to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or
similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; (vii) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement
upon dissolution of the Sponsor; or (viii) in the event of the Company’s liquidation, merger, capital stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock
for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 


8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and
each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.


 


9.
Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any
director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the
Prospectus as an officer and/or director of the Company.


 


11.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii)
“Common Stock” shall mean the Class A common stock and Class B common stock, par value $0.0001 per share
(“Class B Common Stock”); (iii) “Founder Shares” shall mean the 10,062,500
shares of Class B common stock issued and outstanding (up to 1,312,500 Shares of which are subject to complete or partial forfeiture
if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders” shall mean
the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Units” shall mean the
950,000 private placement units (or up to 987,500 depending on the extent to which the underwriters’ over-allotment option is
exercised) that the Sponsor has agreed to purchase for an aggregate purchase price of $9,500,000 (or up to $9,875,000 depending on
the extent to which the underwriters’ over-allotment option is exercised), or $10.00 per unit, in a private placement that
shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall
mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Units shall be deposited;
(viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any
security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix)
“Warrants” shall mean the private placement warrants underlying the Private Placement Units and public
warrants.


 






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12.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each
officer and director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.


 


13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. 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 shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16.
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18.
This Letter 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. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.





 


19.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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
or facsimile transmission.


 


20.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated by December
31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature
Page Follows]


 






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	 	Sincerely,
	 	 	 
	 	ATHENA
    TECHNOLOGY SPONSOR II, LLC
	 	 	 
	 	By:	 
	 	 	Name:	Isabelle
    D. Freidheim
	 	 	Title:	Managing Member
	 	 	 	 
	 	By:	 
	 	 	Name:	Isabelle Freidheim
	 	 	 
	 	By:	 
	 	 	Name:	Anna Apostolova
	 	 	 
	 	By:	 
	 	 	Name:	Kirthiga Reddy
	 	 	 
	 	By:	 
	 	 	Name:	Judith Rodin
	 	 	 
	 	By:	 
	 	 	Name:	Randi Zuckerberg


 


	Acknowledged
    and Agreed:	 
	 	 
	ATHENA
    TECHNOLOGY ACQUISITION CORP. II	 
	 	 	 
	By:	 	 
	 	Name:	Isabelle
    Freidheim	 
	 	Title:	Chief
    Executive Officer	 


 


[Signature Page to Letter Agreement]


 


 


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