125 Townpark Drive, Suite 300

Kennesaw, GA 30144


March 15, 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:


On March 12, 2021, Athena Technology Acquisition Corp. (the “Company”) requested acceleration of the effective date of the above-referenced Registration Statement so that it would become effective at 4:00 p.m. ET on Monday, March 15, 2021, or as soon thereafter as practicable. The Company hereby withdraws such request.


Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, March 16, 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