UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

Athena Technology Acquisition Corp.
(Name of Issuer)
 
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
 
04687A109
(CUSIP Number)
 
Athena Technology Sponsor LLC
125 Townpark Drive, Suite 300
Kennesaw, GA 30144
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
March 19, 2021
(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

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. 04687A 109 13D Page 1 of 9 pages

 

1

Names of Reporting Persons.

Athena Technology Sponsor LLC

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)     ☐
  (b)     ☐
3 SEC Use Only
4

Source of Funds (See Instructions):

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

6

Citizenship or Place of Organization.

Delaware

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

8

Shared Voting Power

10,516,667

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,516,667

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,516,667

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13

Percent of Class Represented by Amount in Row (11)

29.6%

14

Type of Reporting Person (See Instructions)

OO

 

 

 

 

CUSIP No. 04687A 109 13D Page 2 of 9 pages

 

1

Names of Reporting Persons.

Isabelle Freidheim

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)     ☐
  (b)     ☐
3 SEC Use Only
4

Source of Funds (See Instructions):

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

6

Citizenship or Place of Organization.

United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

8

Shared Voting Power

10,516,667

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,516,667

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,516,667

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13

Percent of Class Represented by Amount in Row (11)

29.6%

14

Type of Reporting Person (See Instructions)

IN

 

 

 

 

CUSIP No. 04687A 109 13D Page 3 of 9 pages

 

1

Names of Reporting Persons.

Phyllis W. Newhouse

2 Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)     ☐
  (b)     ☐
3 SEC Use Only
4

Source of Funds (See Instructions):

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):

6

Citizenship or Place of Organization.

United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

7

Sole Voting Power

0

8

Shared Voting Power

10,516,667

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,516,667

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,516,667

12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13

Percent of Class Represented by Amount in Row (11)

29.6%

14

Type of Reporting Person (See Instructions)

IN

 

 

 

 

CUSIP No. 04687A 109 13D Page 4 of 9 pages

 

Item 1.Security and Issuer.

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Common Stock”), of Athena Technology Acquisition Corp., a Delaware corporation (the “Issuer”) whose principal executive offices are located at 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.

 

Item 2.Identity and Background

 

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

 

Athena Technology Sponsor LLC (“Sponsor”);

Isabelle Freidheim; and

Phyllis W. Newhouse.

 

Sponsor is organized under the laws of the State of Delaware. Ms. Isabelle Freidheim and Ms. Phyllis W. Newhouse are citizens of the United States. The address for the principal business office of each Reporting Person is 125 Townpark Drive, Suite 300, Kennesaw, GA 30144.

 

Ms. Freidheim is the co-founder and managing partner of Starwood VC. Mr. Newhouse is the founder of XtremeSolutions, Inc. The principal business of the Sponsor is investing in securities, including the securities of the Issuer. Mses. Freidheim and Newhouse are managing members of the Sponsor.

 

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price for the Placement Units (as defined below) was $7,000,000. The aggregate purchase price for the Founder Shares (as defined below) was $25,000. In each case, the source of these funds was the working capital of Sponsor.

 

 

 

 

CUSIP No. 04687A 109 13D Page 5 of 9 pages

 

Item 4.Purpose of Transaction

 

Founder Shares

 

In December 2020, Sponsor purchased 9,816,667 founder shares, classified as shares of Class B common stock (the “Founder Shares”), for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 1,250,000 Class B shares subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the Issuer’s initial public offering (the “IPO”) is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 25% of the Issuer’s issued and outstanding shares after the IPO (excluding the shares of Common Stock underlying the Placement Units (defined below)). The Founder Shares will automatically convert into shares of Common Stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights.

 

Placement Units

 

On March 19, 2021 as part of a Private Placement Units Purchase Agreement dated March 16, 2021 (the “Unit Subscription Agreement”), Sponsor purchased 700,000 placement units (the “Placement Units”) from the Issuer for an aggregate purchase price of $7,000,000. Each Placement Unit consists of one share of Common Stock (“Placement Share”) and one-third of one redeemable warrant (each, a “Placement Warrant”). Each whole Placement Warrant is exercisable to purchase one share Common Stock at a price of $11.50 per share, subject to adjustment, during the period commencing on the later of (i) twelve (12) months from the date of the closing of the IPO and (ii) 30 days following the consummation of the Business Combination.

 

The foregoing description of the Unit Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

 

Letter Agreement

 

Sponsor and the Issuer entered into a letter agreement (the “Letter Agreement”) pursuant to which Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares and Common Stock in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares and Common Stock in connection with a stockholder vote to approve an amendment to the Issuer’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with the Issuer’s Business Combination or certain amendments to the Issuer’s charter prior thereto or to redeem 100% of the Issuer’s Common Stock if the Issuer does not complete the Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if the Issuer fails to complete the Business Combination within 24 months from the closing of the IPO, although Sponsor will be entitled to liquidating distributions from the trust account with respect to any Common Stock it holds if the Issuer fails to complete the Business Combination within the prescribed time frame.

 

Voting Agreement

 

Pursuant to the Letter Agreement, Sponsor agreed to vote any Founder Shares, Placement Shares, and any Common Stock purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public stockholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the Business Combination.

 

 

 

 

CUSIP No. 04687A 109 13D Page 6 of 9 pages

 

Lock-up Agreement

 

Further pursuant to the Letter Agreement, Sponsor agreed that the Founder Shares, Placement Units, and securities contained therein are not transferable or salable (x)(a) with respect to 25% of such shares, until consummation of the Company’s initial Business Combination, (b) with respect to 25% of such shares, when the closing price of the Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (c) with respect to 25% of such shares, when the closing price of the Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, and (d) with respect to 25% of such shares, when the closing price of the Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination (y) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

 

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

 

Registration Rights Agreement

 

In connection with the closing of the IPO, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with Sponsor, pursuant to which Sponsor is entitled to make up to three demands, excluding short form demands, that the Issuer register Founder Shares, Placement Units, any Common Stock issuable upon the exercise of Placement Warrant, any Common Stock issuable upon the conversion of the Founder Shares, and any Common Stock that may be issued as part of working capital loans. In addition, Sponsor has certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Business Combination and rights to require the Issuer to register for resale such securities pursuant to Rule 415 under the Securities Act.

 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.

 

General

 

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Letter Agreement, any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

Subject to the terms of the Letter Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the Registration Rights Agreement. In addition, the Reporting Persons and their designees to the Issuer’s board of directors (the “Board”) may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.

 

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

 

 

 

CUSIP No. 04687A 109 13D Page 7 of 9 pages

 

Item 5.Interest in Securities of the Issuer

 

(a) – (b)

 

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 35,516,667 shares of Common Stock outstanding as of March 19, 2021, which includes: (i) 25,000,000 shares of Common Stock outstanding, (ii) 700,000 shares of Common Stock issuable upon exercise of the Placement Units, and (iii) 9,816,667 shares of Common Stock issuable upon conversion of the Founder Shares.

 

Reporting Person  Amount beneficially owned   Percent of class   Sole power to vote or to direct the vote   Shared power to vote or to direct the vote   Sole power to dispose or to direct the disposition   Shared power to dispose or to direct the disposition 
Athena Technology Sponsor LLC   10,516,667    29.6%   0    0        0    10,516,667 
Isabelle Freidheim   10,516,667    29.6%   0    9,816,667    0    10,516,667 
Phyllis W. Newhouse   10,516,667    29.6%   0    9,816,667    0    10,516,667 

 

The securities reported above are held of record by Sponsor and include: (i) 700,000 shares of Common Stock issuable upon exercise of the Placement Units, and (ii) 9,816,667 shares of Common Stock issuable upon conversion of the Founder Shares. The Founder Shares include an aggregate of up to 1,250,000 Class B shares subject to forfeiture to the extent that the underwriters’ over-allotment option in connection with the IPO is not exercised in full or in part.

 

Isabelle Freidheim and Phyllis W. Newhouse are managing members of the Sponsor. By virtue of these relationships, each of them may be deemed to share beneficial ownership of the securities held of record by Sponsor.

 

(c) The Reporting Person has not effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 4 above summarizes certain provisions of the Unit Subscription Agreement, Letter Agreement, and Registration Rights Agreement and is incorporated herein by reference. A copy of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

 

 

 

CUSIP No. 04687A 109 13D Page 8 of 9 pages

 

Item 7.Materials to be Filed as Exhibits

 

Exhibit
Number
  Description
1   Joint Filing Agreement.
2   Letter Agreement, dated March 16, 2021, by and among the Issuer, its officers, its directors and the Sponsor. (Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed March 22, 2021).
3   Registration Rights Agreement, dated March 16, 2021, by and between the Issuer and Athena Technology Sponsor LLC (Incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed March 22, 2021).
4   Private Placement Units Purchase Agreement, dated March 16, 2021, by and between the Issuer and the Sponsor. (Incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed March 22, 2021).

 

 

 

 

CUSIP No. 04687A 109 13D Page 9 of 9 pages

 

SIGNATURES

 

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.

 

Date: March 29, 2021

 

  ATHENA TECHNOLOGY SPONSOR LLC

 

  By: /s/ Isabelle Freidheim
  Name: Isabelle Freidheim
  Title: a Managing Member
     
  By: /s/ Phyllis W. Newhouse
  Name: Phyllis W. Newhouse
  Title: a Managing Member

 

  ISABELLE FREIDHEIM
   
  /s/ Isabelle Freidheim
   
  PHYLLIS W. NEWHOUSE
   
  /s/ Phyllis W. Newhouse