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                             November 10, 2021

       Phyllis W. Newhouse
       Chief Executive Officer
       Athena Technology Acquisition Corp.
       125 Townpark Drive, Suite 300
       Kennesaw, GA 30144

                                                        Re: Athena Technology
Acquisition Corp.
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed November 9,
2021
                                                            File No. 333-258606

       Dear Ms. Newhouse:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 5, 2021 letter.

       Amendment No. 3 to Registration Statement on Form S-4

       Proposal No. 1 - Approval of the Business Combination
       Material U.S. Federal Income Tax Considerations, page 158

   1.                                                   We note your response
to prior comment 1, and reissue such comment in part. In that
                                                        regard, we note your
revised disclosure that the parties intend for the Business
                                                        Combination
contemplated by the Business Combination Agreement to be treated as a
                                                           reorganization
for U.S. federal income tax purposes within the meaning of Section
                                                        368(a) of the Code, and
that DLA Piper (US) LLP has delivered an opinion to Athena to
                                                        the effect that, under
the U.S. federal income tax laws in effect as of the date of such
                                                        opinion, the Business
Combination    should    so qualify. Please obtain and file a revised
                                                        opinion that explains
why counsel cannot give a firm opinion and the degree of
 Phyllis W. Newhouse
Athena Technology Acquisition Corp.
November 10, 2021
Page 2
      uncertainty, and provide related disclosure in your prospectus, including
risk factor
      disclosure. For guidance, refer to Section III.C of Staff Legal Bulletin
No. 19.
Exhibits

2.    Please file the consents for the individuals who will serve as directors
of New Heliogen
      upon consummation of the Business Combination and have not signed the
registration
      statement. Refer to Rule 438 of Regulation C under the Securities Act.
        You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Craig
Arakawa,
Accounting Branch Chief, at (202) 551-3650 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.



                                                            Sincerely,
FirstName LastNamePhyllis W. Newhouse
                                                            Division of
Corporation Finance
Comapany NameAthena Technology Acquisition Corp.
                                                            Office of Energy &
Transportation
November 10, 2021 Page 2
cc:       Penny J. Minna
FirstName LastName