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November 20, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Pearlyne Paulemon, Brigitte Lippmann

    Re:
    Athena Technology Acquisition Corp. II

    Preliminary Proxy Statement on Schedule 14A

    Filed November 18, 2024

    File No. 001-41144

Ladies and Gentlemen:

On behalf of our client, Athena Technology Acquisition
Corp. II (the “Company”), set forth below is the Company’s response to the oral comment of the staff of the Securities
and Exchange Commission received November 19, 2024 (the “Oral Comment”) relating to the Company’s Preliminary
Proxy Statement Amendment No. 1 on Schedule 14A filed on November 18, 2024 (the “Proxy Statement”), along with certain
other updated information. In response to the Oral Comment, the Company will make changes to the Proxy Statement to be included in the
Definitive Proxy Statement on Schedule 14A as reflected in the marked pages set forth in Exhibit A hereto.

*     *     *

November 20, 2024

Page 2

Should you have any comments or questions regarding
the foregoing, please call me at (312) 876-7605 or e-mail me at scott.westhoff@lw.com, or Peyton Worley at (212) 906-1282 or peyton.worley@lw.com.
Thank you in advance for your attention to this matter.

    Very truly yours,

    /s/ Scott W. Westhoff

    Scott W. Westhoff

    of LATHAM & WATKINS LLP

    cc:
    Peyton Worley, Latham & Watkins LLP

If we continue our life beyond 36 months
from the closing of our IPO without completing an initial business combination, the NYSE American may delist our securities from its exchange
which could limit investors’ ability to make transactions in its securities and subject us to additional trading restrictions.

If the Third Extension Amendment Proposal is approved by our stockholders,
it would allow us to complete a business combination for up to 45 months after the closing of our IPO. Pursuant
to Section 119(b) of the NYSE American rules require that weCompany
Guide, which states that a listed special purpose acquisition company must complete a business combination
within 36 months of the effectiveness of its initial public offering registration statement (“NYSE American Section 119(b)”)
and Section 119(f) of the NYSE American Company Guide, which states that if a listed special purpose acquisition company does not meet
the other requirements of Section 119, including NYSE American Section 119(b), the NYSE American shall commence delisting proceedings
under Section 1010 of the NYSE American Company Guide to delist such company’s securities, and such company shall not be eligible
to follow the procedures to cure deficiencies outlined in Section 1009 of the NYSE American Company Guide (“NYSE American Section
119(f)”) , we are required to complete a business combination no later than 36 months after the effectiveness
of the registration statement related to our IPO, December 10, 2024, the day of the Annual Meeting. Since we will not complete
a business combination within 36 months of our IPO, we cannot further extend the period to complete a business combination without
violating NYSE American rules, potentially subjecting us to delisting. While we may be able to appeal a delisting and be granted additional
time to complete a business combination after 36 months, we may not be successful in such an appeal. If we are not successful in
such an appeal, our securities will be delisted. If our securities are delisted, such delisting could limit investors’ ability to
make transactions in our securities and subject us to additional trading restrictions.

We and the holders of our securities could be materially
adversely impacted if our securities are delisted from the NYSE American due to non-compliance with the above rule. In particular:

 ● we may be unable to attract merger partners, which may make
it difficult for us to consummate a business combination with a target;

 ● the price of our securities will likely decrease as a result
of the loss of market efficiencies associated with the NYSE American;

 ● holders may be unable to sell or purchase our securities when
they wish to do so;

 ● we may become subject to shareholder litigation;

 ● we may lose the interest of institutional investors in our securities;

 ● we may lose media and analyst coverage; and

 ● we would likely lose any active trading market for our securities,
as our securities may only then be traded on one of the over-the-counter markets, if at all.

We have received notices from NYSE Regulation
of the NYSE American notifying us that we were not in compliance with NYSE American Rules. If we cannot
regain compliance or have further compliance issues, the NYSE American may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Immediately after our IPO, our Class A Common
Stock was listed on the New York Stock Exchange (“NYSE”). On July 17, 2023, we announced that we would
transfer the listing of our Class A Common Stock, redeemable warrants and units from the NYSE to the NYSE American, and our Class A
Common Stock, redeemable warrants and units have traded on the NYSE American since July 21, 2023.

On April 17, 2024, the Company received an official
notice of noncompliance from NYSE Regulation stating that we were not in compliance with NYSE American continued listing standards under
the timely filing criteria included in Section 1007 of the NYSE American Company Guide due to our failure to timely file our Annual
Report on Form 10-K for the year ended December 31, 2023 (the “Delayed 10-K”) by the filing due date
of April 16, 2024. On September 27, 2024, we filed the Delayed 10-K with the SEC. We also did not timely file our Quarterly
Reports on Form 10-Q for the three month periods ended March 31, 2024 and June 30, 2024, but on October 16, 2024, we received a letter
from NYSE Regulation accepting our delayed filing extension request and granting us a new cure deadline of November 19, 2024 to file
such reports. We filed our Quarterly Reports on Form 10-Q for the three month periods ended March 31 and June 30, 2024 on October 31,
2024 and November 1, 2024, respectively, with the SEC (the “Delayed 10-Qs”). On November 4, 2024, as a result
of filing the delayed quarterly reports, NYSE Regulation confirmed that the Company had regained compliance with Section 1007 of the NYSE
American Company Guide. As a non-accelerated filer

,On
November 20, 2024, the Company received another official notice of noncompliance from NYSE Regulation stating that it was not in
compliance with NYSE American continued listing standards under the timely filing criteria included in Section 1007 of the NYSE American
Company Guide due to the Company’s failure
to timely file its Quarterly Report on Form 10-Q for the three month
period ended September 30, 2024 (the “Third
Quarter Form 10-Q”) was
due on November 14, 2024. The Company filed a Notification of Late Filing on Form 12b-25 with the SEC on November 14, 2024 providing that
the Company was unable to file its Third Quarter Form 10-Q within the prescribed time period given the Company’s time and focus
dedicated to completing the Delayed 10-K and Delayed 10-Qs, which necessarily delayed its reporting and review process for the quarter
ended September 30, 2024. As a result, the Company does not expect to file the Third Quarter Form 10-Q on or before the extendedby
the filing due date of November 19, 2024. If the Company is unable
to timely file
such quarterly report, it will not be compliant with Section 1007its
Third Quarter Form 10-Q within the cure periods provided under the NYSE American rules, the Company’s securities will be suspended
and delisted. Further, the NYSE American may in its sole discretion decide not to provide the Company with any cure periods, or to shorten
such cure periods, and immediately commence suspension and delisting procedures if the Company is subject to delisting pursuant to any
other provision of the NYSE American Company
Guide, which may result
in another “late filing delinquency” notice from NYSE Regulation that could cause suspension or delisting of our securities
if not cured.

In addition, on October 21, 2024, we received
a letter from the NYSE notifying us of our past due annual listing fees. Failure to pay the annual listing fees may result in NYSE Regulation
disciplinary action up to and including delisting.

Further, after the Annual Meeting, we will be required
to demonstrate compliance with the NYSE American’s continued listing requirements in order to maintain the listing of our securities
on the NYSE American. Such continued listing requirements for our securities include:

 ● maintaining an average aggregate global market capitalization
of at least $50,000,000 or an average aggregate global market capitalization attributable to our publicly held shares of Class A
Common Stock of at least $40,000,000 (excluding shares of Class A Common Stock held by our directors, officers or their immediate
families and other concentrated holdings of 10% or greater, in each case measured over thirty consecutive trading days);

 ● our securities not falling below the following distribution
criteria:

 ● 300 public stockholders; or

 ● 1,200 total stockholders and average monthly trading volume
of 100,000 shares of Class A Common Stock, for the most recent 12 months; or

 ● 600,000 publicly-held shares of Class A Common Stock; and

 ● consummating an initial business combination within the time
period specified in our Charter.

Additionally, we expect that if our Class A Common
Stock continues to fail to meet the NYSE American’s continued listing requirements, our units and warrants will fail to meet the
NYSE American’s continued listing requirements for those securities. Pursuant to SectionsNYSE
American Section 119(b) and NYSE American Section 119(f) of
the NYSE American Company Guide and subject to an appeal pursuant to Part 12 of the NYSE American Company Guide, our
securities will face an immediate suspension and delisting action once we receive a delisting determination letter from NYSE Regulation
after the 36-month window to close a business combination ends on December 10, 2024, the day of the Annual Meeting. See also
“Risk Factors — If we continue our life beyond 36 months from the closing of our IPO without completing
an initial business combination, the NYSE American may delist our securities from its exchange which could limit investors’ ability
to make transactions in its securities and subject us to additional trading restrictions.”

If the NYSE American delists any of our securities
from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 ● we may be unable to attract merger partners, which may make
it difficult for us to consummate a business combination with a target;

 ● a limited availability of market quotations for our securities;

 ● reduced liquidity for our securities;

 ● a determination that our Class A Common Stock is a “penny
stock” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities;

 ● a limited amount of news and analyst coverage; and

 ● a decreased ability to issue additional securities or obtain
additional financing in the future.

The National Securities Markets Improvement Act of 1996, which
is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered
securities.” Our Class A Common Stock, units and warrants qualify as covered securities under such statute. Although the states
are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there
is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued
by SPACs, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these
powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE American,
our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which
we offer our securities.