Stockholders approved extension to March 2024; ~23M shares redeemed for $242M from trust

As approved by its stockholders at the Special Meeting, on June 13, 2023 the Company filed an amendment (the “Extension Amendment”) to its charter with the Secretary of State of the State of Delaware. The Extension Amendment (i) extends the date by which the Company must consummate its initial business combination from the Current Outside Date to up to the Extended Date and (ii) provides holders of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), the right to convert any and all of their Class B common stock into Class A common stock, par value $0.0001 per share, of the Company (“Class A common stock” and, together with the Class B common stock, the “common stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder.

As approved by the stockholders of Athena Technology Acquisition Corp. II, a Delaware corporation (the “Company”), at its special meeting of stockholders held on June 13, 2023 (the “Special Meeting”), the “Company and Continental Stock Transfer & Trust Company entered into Amendment No. 1 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of December 9, 2021 (the “Trust Agreement”). The Trust Amendment amends the Trust Agreement to allow the Company to extend the date by which the Company must consummate a business combination from June 14, 2023 (the date which is 18 months from the closing date of the Company’s initial public offering (the “IPO”) of units) (the “Current Outside Date”) to up to March 14, 2024 (the date which is 27 months from the closing date of the IPO) by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the

The Extension Amendment Proposal – To approve and amend the charter to extend the date by which the Company must consummate a business combination from the Current Outside Date to up to the Extended Date. For Against Abstain 27,430,536 423,056 0

1 The Founder Share Amendment Proposal – To approve and amend the charter to provide holders of Class B common stock the right to convert any and all of their Class B common stock into Class A common stock on a one-for-one basis prior to the closing of an initial business combination at the election of the holder. For Against Abstain 27,430,536 423,056 0

The Trust Amendment Proposal – To approve and amend the Trust Agreement allowing the Company to extend the Current Outside Date to up to the Extended Date by electing to extend the date to consummate an initial business combination on a monthly basis up to nine times by an additional one month each time after the Current Outside Date until the Extended Date, or a total of up to nine months after the Current Outside Date, provided that the Sponsor or its affiliates or permitted designees will deposit into the trust account the lesser of (a) $60,000 and (b) $0.03 for each share of common stock issued and outstanding that has not been redeemed in accordance with the terms of the Company’s charter upon the election of each such one-month extension unless the closing of the Company’s initial business combination shall have occurred. For Against Abstain 27,430,536 423,056 0