Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 18, 2023

ATHENA CONSUMER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40921		87-1178222
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

442 5th Avenue

New York, NY 10018

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (970) 925-1572

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant	ACAQ.U	NYSE American LLC

Shares of Class A common stock, par value $0.0001 per share, included as part of the units	ACAQ	NYSE American LLC

Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share	ACAQ WS	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On August 21, 2023, Athena Consumer Acquisition Corp. (“Athena”) issued a press release announcing that its board of directors (the “Board”) has elected to extend the date by which Athena has to consummate a business combination (the “Deadline Date”) from August 22, 2023 for an additional month to September 22, 2023, the second of three potential one-month extensions of the Deadline Date available to Athena.

On August 18, 2023, pursuant to the Charter, the Board determined to implement a second Extension to allow additional time for Athena to complete its initial business combination. In connection with the second Extension and pursuant to an unsecured promissory note Athena and the sponsor of Athena, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), entered into on July 20, 2023, the Board delivered to the Sponsor a written request to draw down $60,000.00 for the second month of the Extension. On August 21, 2023, the Sponsor deposited $60,000.00 into Athena’s trust account in connection with the second Extension.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, issued August 21, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATHENA CONSUMER ACQUISITION CORP.

By:	/s/ Jane Park
	Name:	Jane Park
	Title:	Chief Executive Officer

Dated: August 21, 2023

Exhibit 99.1

Athena Consumer Acquisition Corp. Announces

Extension of Deadline to Complete Initial Business Combination

New York, NY, August 21, 2023 (GLOBE NEWSWIRE) -- Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “Deadline Date”) from August 22, 2023 for an additional month to September 22, 2023, and that its sponsor, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), deposited $60,000.00 into Athena’s trust account in connection with this extension, the second of three potential one-month extensions of the Deadline Date available to Athena.

Athena’s Amended and Restated Certificate of Incorporation (as amended on December 21, 2022 and July 19, 2023, the “Charter”) provides Athena the right to extend the Deadline Date up to three times for an additional one month each time (each, an “Extension”), from July 22, 2023 to up to October 22, 2023. As previously disclosed, in July 2023, the Board had implemented a first Extension and had extended the initial Deadline Date to August 22, 2023. On August 18, 2023, pursuant to the Charter, the Board determined to implement a second Extension to allow additional time for Athena to complete its initial business combination. On the same day, in connection with the second Extension and pursuant to an unsecured promissory note Athena and the Sponsor entered into on July 20, 2023, the Board delivered to the Sponsor a written request to draw down $60,000.00 for the second month of the Extension. On August 21, 2023, the Sponsor deposited such contribution into Athena’s trust account.

About Athena Consumer Acquisition Corp.

Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS), incorporated in Delaware, is a special purpose acquisition company (“SPAC”) incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Athena is the second SPAC founded by Isabelle Freidheim, with Jane Park serving as Chief Executive Officer, Jennifer Carr-Smith as President and Angy Smith as Chief Financial Officer. All three Athena SPACs have been comprised entirely of women founders, CEOs, board members and other executives.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Athena’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the risk that approval of Athena’s stockholders for the Extension is not obtained; the level of redemptions made by Athena’s stockholders in connection with the Extension and its impact on the amount of funds available in Athena’s trust account to complete an initial business combination; and those factors discussed in Athena’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC. Athena does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact

Libbie Wilcox

Bevel PR

Athena@bevelpr.com

Cover	Aug. 18, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 18, 2023
Entity File Number	001-40921
Entity Registrant Name	ATHENA CONSUMER ACQUISITION CORP.
Entity Central Index Key	0001869141
Entity Tax Identification Number	87-1178222
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	442 5th Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	970
Local Phone Number	925-1572
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	ACAQ.U
Security Exchange Name	NYSEAMER
Shares of Class A common stock, par value $0.0001 per share, included as part of the units
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the units
Trading Symbol	ACAQ
Security Exchange Name	NYSEAMER
Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share
Title of 12(b) Security	Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share
Trading Symbol	ACAQ WS
Security Exchange Name	NYSEAMER