FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Athena Technology Sponsor LLC
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2021
3. Issuer Name and Ticker or Trading Symbol
Athena Technology Acquisition Corp. [ATHN.U]
(Last)
(First)
(Middle)
C/O ATHENA TECHNOLOGY ACQUISITION CORP., 125 TOWNPARK DRIVE, SUITE 300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

KENNESAW, GA 30144
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (1)   (1) Class A Common Stock 9,816,667 (2) (3) $ (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Athena Technology Sponsor LLC
C/O ATHENA TECHNOLOGY ACQUISITION CORP.
125 TOWNPARK DRIVE, SUITE 300
KENNESAW, GA 30144
    X    
Newhouse Phyllis W.
125 TOWNPARK DRIVE, SUITE 300
KENNESAW, GA 30144
  X   X   Chief Executive Officer  
Freidheim Isabelle D.
C/O ATHENA TECHNOLOGY ACQUISITION CORP.
125 TOWNPARK DRIVE, SUITE 300
KENNESAW, GA 30144
  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:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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