Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 28, 2021, Athena Technology Acquisition Corp., a Delaware corporation (the "Company"), held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, a total of 24,913,809 (70.15%) of the Company's issued and outstanding shares of common stock held of record as of November 23, 2021, the record date for the Special Meeting, were present either in person (including by virtual presence online at the virtual Special Meeting) or by proxy, which constituted a quorum. The Company's stockholders voted on the following proposals at the Special Meeting, each of which was approved and described in more detail in the Company's definitive proxy statement/prospectus (file no. 333-258606), initially filed with the Securities and Exchange Commission on August 9, 2021, as amended and supplemented to date (the "S-4"). The final vote tabulation for each proposal is set forth below.

1. Business Combination Proposal. To approve and adopt the Business Combination Agreement, dated as of July 6, 2021 (as amended, the "Business Combination Agreement"), by and among the Company, HelioMax Merger Sub, Inc., a Delaware corporation ("HelioMax Merger Sub") and Heliogen, Inc., a Delaware corporation ("Heliogen"), and approve the other transactions contemplated thereby (collectively, the "Business Combination"), including the merger of HelioMax Merger Sub with and into Heliogen, with Heliogen surviving the merger, and the issuance of common stock to holders of Heliogen's capital stock as merger consideration. The final voting tabulation for this proposal was as follows:





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  22,766,362           2,112,922            34,525                     0

2. The NYSE Stock Issuance Proposal. To approve, for purposes of complying with applicable listing rules of the New York Stock Exchange ("NYSE"), the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the Business Combination, and the transactions contemplated by the Subscription Agreements (as defined in the S-4), including approximately 202,500,000 shares of common stock (as may be adjusted in accordance with the Business Combination Agreement) to holders of Heliogen's capital stock, 16,500,000 shares of common stock to investors in a private placement and 510,000 shares of common stock to Athena Technology Sponsor, LLC, a Delaware limited liability company, pursuant to the Sponsor Support Agreement (as defined in the S-4). The final voting tabulation for this proposal was as follows:





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  22,745,033           2,128,829            39,947                     0

3. Charter Amendment Proposal. To approve certain changes, including but not limited to changing the post-combination company's corporate name from "Athena Technology Acquisition Corp." to "Heliogen, Inc.," increasing the number of shares authorized for issuance and eliminating certain provisions specific to the Company's status as a blank check company. The final voting tabulation for this proposal was as follows:





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  22,761,281           2,113,570            38,958                     0




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4. The Incentive Plan Proposal. To approve the Heliogen, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve under the Heliogen, Inc. 2021 Equity Incentive Plan. The final voting tabulation for this proposal was as follows:





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  21,850,661           3,014,608            48,540                     0

5. The Employee Stock Purchase Plan Proposal. To approve the Heliogen, Inc. 2021 Employee Stock Purchase Plan. The final voting tabulation for this proposal was as follows:





 Votes For        Votes Against       Abstentions      Broker Non-Votes
  22,752,452           2,118,804            42,553                     0

6. Election of Directors Proposal. To consider and vote upon a proposal to elect, effective at the closing of the Business Combination, seven directors to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of the Company's stockholders, respectively, and until their respective successors are duly elected and qualified. The final voting tabulation for this proposal was as follows:





                                          Votes          Broker
Nominee                Votes For        Withheld        Non-Votes
Bill Gross              22,759,173       2,113,836               0
Phyllis W. Newhouse     22,759,173       2,113,836               0
Stacey Abrams           22,759,173       2,113,836               0
Paddy Padmanathan       22,759,173       2,113,836               0
Julie M. Kane           22,759,173       2,113,836               0
Robert Kavner           22,759,173       2,113,836               0
David Crane             22,759,173       2,113,836               0

Item 7.01 Regulation FD Disclosure.

On December 28, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Additionally, 22,728,650 shares of the Company's common stock were redeemed in connection with the Special Meeting.

The information in this Item 7.01, and in Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Exhibit   Description

99.1        Press release, dated December 28, 2021




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