Exhibit 4.5


 


FORM OF PRIVATE WARRANT AGREEMENT


 


between


 


ATHENA TECHNOLOGY ACQUISITION CORP. II


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of [______ __], 2021


 


THIS WARRANT AGREEMENT (this
“Agreement”), dated as of [______ __], 2021, is by and between Athena Technology Acquisition Corp. II, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant
agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).


 


WHEREAS, on [______ __],
2021, the Company entered into that certain Private Placement Units Purchase Agreement with Athena Technology Sponsor II, LLC, a
Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
950,000 Units (as defined below) (or up to 987,500 depending on the extent to which the underwriters' over-allotment option is
exercised) simultaneously with the closing of the Offering (and the closing of the overallotment option, if applicable) at a
purchase price of $10.00 per Unit and, in connection therewith, will issue and deliver up to an aggregate of 475,000 warrants (or up
to 493,750 depending on the extent to which the underwriters' over-allotment option is exercised) bearing the legend set forth in Exhibit
A hereto (the “Private Placement Warrants”);


 


WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company
may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units, at a purchase price of
$10.00 per Unit, which will include up to an aggregate of 75,000 warrants bearing the legend set forth in Exhibit A hereto (the
“Working Capital Warrants”, and together with the Private Placement Warrants, the “Warrants”);


 


WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A Common Stock, par value $0.0001 per share (“Common Stock”), and one-half of one public warrant
(the “Units”) and, in connection therewith, has determined to issue and deliver up to 14,375,000 warrants (including
up to 1,875,000 warrants subject to the Over-allotment Option) to public investors in the Offering;


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. __________ (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Units, the Warrants and
the shares of Common Stock included in the Units;

 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.


 






    


     


    

 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant.
Each Warrant shall initially be issued in registered form only.


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant
shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of the initial issuance of the
Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. If requested, the Registered Holder of a Warrant shall be issued a definitive
certificate in physical form evidencing such Warrants which shall be in the form attached hereto as Exhibit B.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event
the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.3.2 Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of
such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate
made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


3. Terms and Exercise of
Warrants.


 


3.1 Warrant Price. Each
whole Warrant, when countersigned by the Warrant Agent, shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50
per share, subject to the adjustments provided in Section 4 hereof and in the penultimate sentence of this Section 3.1.
The term “Warrant Price” as used in this Agreement shall mean the price per share at which each share of Common Stock
may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall
provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided, further,
that any such reduction shall be identical among all of the Warrants. The term “Business Day” means a day other than
a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business.


 


3.2 Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date that is thirty (30)
days after the first date on which the Company completes a merger, consolidation, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses or entities (a “Business Combination”)
and terminating at the earlier to occur of; (x) 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, (y) the liquidation of the Company, or (z) 5:00 p.m., New York City time on the
Redemption Date (as defined below) as provided in Section 8.2 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection
3.3.2 hereof, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price
(as defined below), in the event of a redemption (as set forth in Section 8 hereof), each Warrant not exercised on or before the
Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease
at 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by
delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such
extension to Registered Holders of the Warrants and, provided, further, that any such extension shall be identical in duration
among all the Warrants.


 






    2


     


    

 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered
Holder thereof by surrendering it (if evidenced by definitive certificate) at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant,
duly executed, and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock
and the issuance of such share of Common Stock, as follows:


 


(a) in lawful money
of the United States, in good certified check or good bank draft payable to the Warrant Agent;


 


(b) by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Common Stock underlying the Warrants, multiplied by the excess of the 10-Day Average Closing Price, as of the date prior to the date
on which notice of exercise is sent or given to the Warrant Agent, less the Warrant Price by (y) the 10-Day Average Closing Price. “10-Day
Average Closing Price” means, as of any date, the average last reported sale price of the Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to such date. “Last Reported Sale Price” shall mean the
last reported sale price of the shares of Common Stock on the date prior to the date on which notice of exercise of the Warrant is sent
to the Warrant Agent;


 


(c) in the event
of a redemption pursuant to Section 8.1 hereof in which the Board has elected to require all holders of the Warrants to exercise
such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(c) by (y) the Fair Market
Value. Solely for purposes of this subsection 3.3.1(c) and Section 8.1, the “Fair Market Value” shall mean the
10-Day Average Closing Price (as defined above) as of the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 8.2 hereof; or


 


(d) as provided in Section 6.4
hereof.


 


3.3.2 Issuance of Shares
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if payment is pursuant to subsection 3.3.1(a) hereof), the Company shall issue to the Registered Holder of such
Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not
have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current
or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares
of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been registered,
qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless,
in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares
of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. If, by reason
of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such
Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number the number
of shares of Common Stock to be issued to such holder.


 






    3


     


    

 


3.3.3 Valid Issuance.
All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and non-assessable.


 


3.3.4 Date of Issuance.
Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate
in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books
of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares
of Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system of the Warrant
Agent are open.


 


3.3.5 Maximum Percentage.
A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8%, or such other amount
as a holder may specify (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to
which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common Stock, the holder may
rely on the number of issued and outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report
on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be,
(2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the
Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding.
In any case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect to the conversion or
exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding
shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease
the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that
any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






    4


     


    

 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Stock Dividends and
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock,
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Common
Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than
the “Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal
to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus
the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes
of this subsection 4.1.1, if the rights offering is for securities convertible into or exercisable for shares of Common Stock,
in determining the price payable for the shares of Common Stock, there shall be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion. “Fair Market Value” means the 10-Day
Average Closing Price as of the first (1st) date on which the shares of Common Stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything
to the contrary herein, no shares of Common Stock shall be issued at less than their par value.


 


4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or other shares of the Company’s
share capital into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash
Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed
initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of Common Stock in connection with a shareholder
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 the shares of Common Stock if the Company does not complete its initial Business Combination
within the period set forth in the Company’s amended and restated certificate of incorporation, or (e) in connection with the redemption
of the shares of Common Stock included in the Units sold in the Offering upon the Company’s failure to complete the Company’s
initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common
Stock issuable on exercise of each Warrant) does not exceed $0.50.


 


4.2 Aggregation of Shares.
If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding shares of Common
Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar
event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding
shares of Common Stock.


 






    5


     


    

 


4.3 Adjustments in Warrant
Price.

 


4.3.1 Whenever the number
of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.


 


4.3.2 If (i) the
Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock
for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price
of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board
(and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder
or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price
of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the greater of the Market Value and the New Issuance Price.


 


4.4 Replacement of Securities
upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares of Common Stock (other
than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock),
or in the case of any merger or consolidation of the Company with or into another entity in which any “person” or “group”
(as such terms are used in Section 13(d) and 14(d) of the Exchange Act) acquires more than 50% of the voting power of the Company’s
securities, or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety, the holders of the Warrants shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or
other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, that the
holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the
“Alternative Issuance”); provided, however, that if the holders of the shares of Common Stock were entitled
to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become
exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Common
Stock in such consolidation or merger that affirmatively make such election; provided, further, that if less than seventy
percent (70%) of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable in the form
of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a current report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference
of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event
less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means
the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for an uncapped
American Call on Bloomberg Financial Markets (“Bloomberg”), as calculated by an accounting, appraisal, investment banking
firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation.
For purposes of calculating such amount, (1) Section 8.1 shall be taken into account, (2) the price of each share of Common Stock
shall be the 10-Day Average Closing Price as of the effective date of the applicable event, (3) the assumed volatility shall be the ninety
(90) day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to
the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the
shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
average last reported sale price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares
of Common Stock covered by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections
4.2, or 4.3 hereof and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant.


 


4.5 Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided, however,
that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant shall be required until cumulative adjustments
amount to one percent (1%) or more of the number of shares of Common Stock issuable upon exercise of a Warrant as last adjusted; provided,
further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding
the foregoing, all such carried forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of shares of Common Stock issuable
upon exercise of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.4 hereof, the Company shall give written notice of the occurrence of such event to each holder of a
Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.
Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






    6


     


    

 


4.6 No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue a fractional share of Common Stock
upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would
be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round
down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 Form of Warrant.
The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant
to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


5. Transfer and Exchange
of Warrants.


 


5.1 Transferability.
Subject to compliance with applicable law, the Warrants may be transferred, assigned or sold to any person.


 


5.2 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.


 


5.3 Procedure for Surrender
of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon
the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 


5.4 Transfers of Fractions
of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would require
the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.


 


5.5 Service Charges.
No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.6 Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 






    7


     


    

 


6. Other Provisions Relating
to Rights of Holders of Warrants.


 


6.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholder
in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


6.2 Lost, Stolen, Mutilated,
or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may on such terms
as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new
Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.


 


6.3 Reservation of Shares
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


6.4 Registration of the Common
Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of
its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement
for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall
use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this
Agreement.


 


7. Concerning the Warrant
Agent and Other Matters.


 


7.1 Payment of Taxes.
The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company and the Warrant Agent shall not
be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


7.2 Resignation, Consolidation,
or Merger of Warrant Agent.


 


7.2.1 Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place
of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his,
her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent,
whether appointed by the Company or by such court, shall be a corporation or other entity organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.


 






    8


     


    

 


7.2.2 Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any such appointment.


 


7.2.3 Merger or Consolidation
of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


7.3 Fees and Expenses of
Warrant Agent.


 


7.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


7.3.2 Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such
further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


7.4 Liability of Warrant
Agent.


 


7.4.1 Reliance on Company
Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the President or the Secretary or other
principal officer of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken
or suffered in good faith by it pursuant to the provisions of this Agreement.


 


7.4.2 Indemnity. The
Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct, fraud,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against any and
all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’ gross negligence,
willful misconduct, fraud, bad faith or material breach of this Agreement.


 


7.4.3 Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 






    9


     


    

 


7.5 Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise
of the Warrants.


 


7.6 Waiver. The Warrant
Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account
and any and all rights to seek access to the Trust Account.


 


8. Redemption of Warrants.


 


8.1 Redemption of Warrants
for Cash. All, but not less than all, of the outstanding Warrants may be redeemed for cash, at the option of the Company, at any time
during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 8.2 hereof, at a Redemption Price of $0.01 per Warrant, provided that the last reported sale price of the share
of Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty
(20) trading days within the thirty (30) trading day period ending on the third (3rd)
trading day prior to the date on which notice of the redemption is given and provided, that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 8.2 hereof) or the Company has elected to require the exercise of
the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) or 3.3.1(c) hereof.


 


8.2 Date Fixed for, and Notice
of Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants pursuant to Section 8.1 hereof,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption
Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. As used in this Agreement, “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed
pursuant to Section 8.1.


 


8.3 Exercise After Notice
of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” pursuant to subsection 3.3.1(b)
or 3.3.1(c) hereof, if applicable) at any time after notice of redemption shall have been given by the Company pursuant to Section
8.2 hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise
their Warrants on a “cashless basis” pursuant to subsection 3.3.1(b) or 3.3.1(c) hereof, the notice of redemption
shall contain instructions on how to calculate the number of shares of Common Stock to be received upon exercise of the Warrants. On and
after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
the Redemption Price.


 






    10


     


    

 


9. Miscellaneous Provisions.


 


9.1 Successors. All the
covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2 Notices. Any notice,
statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the
Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:


 


Athena Technology Acquisition Corp.
II


442 5th Avenue


New York, NY 10018


Attention: Jane Park


 


with a copy to (which shall not constitute notice):


 


McDermott Will
& Emery LLP


One Vanderbilt
Avenue


New York, NY
10017


Attn: Ari Edelman, Esq.


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th
Floor


New York, NY 10004


Attention: Compliance Department


 


in each case, with a copy to:


 


Shearman &
Sterling LLP


599 Lexington
Avenue, New York, NY


New York, New
York 10022


Attn: Ilir Mujalovic
and William B. Nelson


 


and


 


Citigroup Global
Markets Inc.


388 Greenwich
Street


New York, NY 10013


Attn: Mariam Kalandarishvili


 


9.3 Applicable Law; Exclusive
Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by 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. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive
forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed
to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which
is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the
United States District Court for the Southern District of New York (a “foreign action”) in the name of any Warrant holder,
such Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of New York or the United States District Court for the Southern District of New York in connection with any action brought
in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such
Warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such
warrant holder.


 






    11


     


    

 


9.4 Persons Having Rights
under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity
other than the parties hereto and the Registered Holders of the Warrants any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the Registered Holders of the Warrants.


 


9.5 Examination of the Warrant
Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such
holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts; Electronic
Signatures. This 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. A signature
to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


9.7 Effect of Headings.
The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8 Amendments. This
Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity
or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement
set forth in the Prospectus or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement
as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders.
All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period
shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the then outstanding Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2 hereof, respectively, without the consent of the Registered Holders.


 


9.9 Severability. This
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 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 Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A – Legend


 


Exhibit B – Form of Warrant Certificate


 






    12


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	
    ATHENA TECHNOLOGY ACQUISITION CORP. II

	 	
	 	By:	            
	 	 	Name:  	 Isabelle Freidheim
	 	 	
    Title:
	 Chief Executive Officer

    




 


[Signature Page to Warrant Agreement]


 






    13


     


    

 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	            
	 	 	Name:	 
	 	 	Title:	 



 


[Signature Page to Warrant Agreement]


 






    14


     


    

 


EXHIBIT A


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT
BY AND AMONG ATHENA TECHNOLOGY ACQUISITION CORP. II (THE “COMPANY”), ATHENA TECHNOLOGY SPONSOR II, LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON
EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    15


     


    

 


EXHIBIT B


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR 


TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


ATHENA TECHNOLOGY ACQUISITION CORP. II


 


Incorporated Under the Laws of the State of
Delaware


 


CUSIP 04687C 113


 


Warrant Certificate


 


This Warrant Certificate
certifies that [______], or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common
Stock”), of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”). Each
whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from
the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender
of this Warrant Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for
in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and
in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them
in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the holder of the
Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement.


 


The initial Warrant Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become null and void.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 






    16


     


    

 


	 	ATHENA TECHNOLOGY ACQUISITION CORP. II
	 	 
	 	By:	
	 	 	Name:  	Isabelle Freidheim
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 






    17


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 202[_] (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants and the Warrant
Price set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof
would be entitled to receive a fractional interest in Common Stock, the Company shall, upon exercise, round down to the nearest whole
number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






    18


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment
for such shares of Common Stock to the order of Athena Technology Acquisition Corp. II (the “Company”) in the
amount of $[______] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be
registered in the name of [______], whose address is [______] and that such shares of Common Stock be delivered to [______] whose address
is [______]. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of
[______], whose address is [______] and that such Warrant Certificate be delivered to [______], whose address is [______].


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 3.3.1(b) of the Warrant Agreement, the number
of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with 3.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number
of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares
of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after
giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such shares of Common Stock be registered in the name of [______], whose address is [______] and that such Warrant Certificate be delivered
to [______], whose address is [______].


 


Date: [______], 20[_]


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD 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 SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED).


 


 


19