Exhibit 10.1


 


December 9, 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:	/s/
Isabelle Freidheim
	 	 	Name:	Isabelle Freidheim
	 	 	Title:	Managing Member
	 	 	 	 
	 	By:	/s/
Isabelle Freidheim
	 	 	Name:	Isabelle Freidheim, individually
	 	 	 
	 	By:	/s/
Anna Apostolova
	 	 	Name:	Anna Apostolova, individually
	 	 	 
	 	By:	/s/
Kirthiga Reddy
	 	 	Name:	Kirthiga Reddy, individually
	 	 	 
	 	By:	/s/
Judith Rodin
	 	 	Name:	Judith Rodin, individually, 
	 	 	 
	 	By:	/s/
Randi Zuckerberg
	 	 	Name:	Randi Zuckerberg, individually
	 	 	 	 
	 	By:	/s/
Sharon Brown-Hruska
	 	 	Name: 	Sharon Brown-Hruska, individually


 


	 	Acknowledged and Agreed:
	 	 
	 	ATHENA TECHNOLOGY ACQUISITION CORP.
    II
	 	 	 
	 	By:	/s/
Kirthiga Reddy
	 	 	Name: 	Kirthiga Reddy 
	 	 	Title:	President


 


[Signature
Page to Letter Agreement]