125 Townpark Drive, Suite 300

Kennesaw, GA 30144



November 30, 2021




United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, DC 20549


Attention: Anuja A. Majmudar
Laura Nicholson
Craig Arakawa
Steven Lo


Re:Acceleration Request of Athena Technology Acquisition Corp.
Registration Statement on Form S-4
FileNo. 333-258606


Ladies and Gentlemen:

Athena Technology Acquisition Corp. (the “Company”) hereby requests, pursuant to conversations with the staff of the United States Securities and Exchange Commission and Rule 461 of the Securities Act of 1933, as amended, that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 p.m. (ET) on Thursday, December 2, 2021, or as soon as practicable thereafter.

The Company hereby authorizes Penny J. Minna, Esq. of DLA Piper LLP (US) to orally modify or withdraw this request for acceleration.

Please contact Penny J. Minna, Esq. of DLA Piper LLP (US) with any questions or comments at (410) 580-4228 or Please notify Ms. Minna by telephone when this request for acceleration has been granted. Thank you for your assistance with this filing.


[Signature on following page]




By: /s/ Grace Vandecruze  
Name: Grace Vandecruze  
Title: Chief Financial Officer  


cc:Penny J. Minna, Esq.
Gerry Williams, Esq.