SEC Form SC 13G filed by Athena Technology Acquisition Corp. II

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

___________________________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 ___________________________________

Athena Technology Acquisition Corp. II

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

04687C204

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

 

 

___________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 04687C204

 

 

CUSIP No. 04687C204

 

 

CUSIP No. 04687C204

 

 

Athena Technology Acquisition Corp. II (the “Issuer”)

 

442 5th Avenue

New York, NY 10018

This Schedule 13G is being filed by

 

The principal business address of each of the Reporting Persons is:

55 Hudson Yards, 47th Floor, Suite C

New York, NY 10001

 

 

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)

 

04687C204

 

 (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.

(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.

(c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940.

(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) [X] A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G).

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

Antara Capital Total Return SPAC Master Fund LP (“SPAC Master Fund”) directly holds 1,600,000 shares of Class A Common Stock underlying Units. 

The Reporting Persons in the aggregate beneficially own approximately 6.3% of the shares of Class A Common Stock outstanding, based on 25,375,000 shares of Class A Common Stock of the Issuer outstanding as of December 28, 2021, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on January 4, 2022.

Antara GP is the general partner of Antara Capital. Antara Capital is the investment manager of the SPAC Master Fund.  Mr. Gulati is the sole member of Antara GP. Antara Capital, Antara GP and Mr. Gulati may be deemed to beneficially own the securities of the Issuer held directly by SPAC Master Fund.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

 

The shares of Class A Common Stock underlying Units beneficially owned by the Reporting Persons are directly held by SPAC Master Fund, for which Antara Capital LP serves as investment manager.

 

Not applicable.

 

Not applicable.

 

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

March 3, 2022 

EXHIBIT LIST

 

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati, on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Athena Technology Acquisition Corp. II, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 3rd day of March 2022.

	ANTARA CAPITAL LP
	By:	Antara Capital GP LLC,
		its general partner
	By:	/s/ Himanshu Gulati
		Name: Himanshu Gulati
		Title: Managing Member
	ANTARA CAPITAL GP LLC
	By:	/s/ Himanshu Gulati
		Name: Himanshu Gulati
		Title: Managing Member

	By:	/s/ Himanshu Gulati
		Name: Himanshu Gulati, an individual