Sec Form 3 Filing - Athena Technology Sponsor LLC @ Athena Technology Acquisition Corp. - 2021-03-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Athena Technology Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Athena Technology Acquisition Corp. [ ATHN.U] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ATHENA TECHNOLOGY ACQUISITION CORP., 125 TOWNPARK DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) KENNESAW, GA30144 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 9,816,667 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Direc tor 10% Owner Officer Other Athena Technology Sponsor LLC C/O ATHENA TECHNOLOGY ACQUISITION CORP. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW, GA30144 X Newhouse Phyllis W. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW, GA30144 X X Chief Executive Officer Freidheim Isabelle D. C/O ATHENA TECHNOLOGY ACQUISITION CORP. 125 TOWNPARK DRIVE, SUITE 300 KENNESAW, GA30144 X X Chairman of the BOD Signatures /s/ Isabelle Freidheim, as the Managing Member of Athena Technology Sponsor LLC 03/16/2021 Signature of Reporting Person Date /s/ Phyllis W. Newhouse 03/16/2021 Signature of Reporting Person Date /s/ Isabelle Freidheim 03/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As described in the registrant's registration statement on Form S-1 (File No. 333-252812) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination, or earlier at the option of the holder, on a one-for-one basis subject to certain adjustments and have no expiration date. ( 2 )These shares represent the Class B common stock held by Athena Technology Sponsor LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. The Class B common stock owned by the Sponsor includes up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the registrant's securities do not exercise in full their over-allotment option as described in the registrant's registration statement on Form S-1. ( 3 )The Sponsor is the record holder of the shares reported herein. Ms. Freidheim and Ms. Newhouse are the managing members of the Sponsor and may be deemed to have or share the beneficial ownership of the securities held by the Sponsor. Ms. Freidheim and Ms. Newhouse disclaim beneficial ownership over any securities in which they do not have a pecuniary interest.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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