125 Townpark Drive, Suite 300

Kennesaw, GA 30144


March 12, 2021




United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Anuja A. Majmudar


  Re: Athena Technology Acquisition Corp.

Registration Statement on Form S-1

Filed February 5, 2021, as amended

File No. 333-252812



Dear Ms. Majmudar:


Pursuant to Rule 461 under the Securities Act of 1933, as amended, Athena Technology Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Monday, March 15, 2021, or as soon as thereafter practicable.



  Very truly yours,
  /s/ Phyllis W. Newhouse
  Phyllis W. Newhouse
  Chief Executive Officer


cc: Ellenoff Grossman & Schole LLP
  White & Case LLP