Current Report Filing (8-k)
21 Giugno 2023 - 10:40PM
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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):
June 20, 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 June 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 June 22, 2023 for an
additional month to July 22, 2023, the last of six potential one-month extensions of the Deadline Date available to Athena.
Athena’s Second Amended
and Restated Certificate of Incorporation (the “Charter”) provides Athena the right to extend the Deadline Date six times
for an additional one month each time (each, an “Extension”), from January 22, 2023, the initial Deadline Date, to up to July
22, 2023. As previously disclosed, (1) in January 2023, the Board had implemented a first Extension and had extended the initial Deadline
Date to February 22, 2023, (2) in February 2023, the Board had implemented a second Extension and had further extended the Deadline Date
to March 22, 2023, (3) in March 2023, the Board had implemented a third Extension and had further extended the Deadline Date to April
22, 2023, (4) in April 2023, the Board had implemented a fourth Extension and had further extended the Deadline Date to May 22, 2023 and
(5) in May 2023, the Board had implemented a fifth Extension and had further extended the Deadline Date to June 22, 2023.
On June 20, 2023, pursuant
to the Charter, the Board determined to implement a sixth Extension to allow additional time for Athena to complete its initial business
combination. In connection with the sixth Extension and pursuant to an unsecured promissory note Athena and the sponsor of Athena, Athena
Consumer Acquisition Sponsor LLC (the “Sponsor”), entered into on January 17, 2023, the Board delivered to the Sponsor a written
request to draw down $112,691.48 for the sixth month of the Extension. On June 21, 2023, the Sponsor deposited $112,691.48 into Athena’s
trust account in connection with the sixth 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
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: June 21, 2023 |
|
|
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