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 15, 2022
ATHENA CONSUMER ACQUISITION
CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-40921 |
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87-1178222 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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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 |
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ACAQ.U |
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The New York Stock Exchange |
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Shares of Class A common stock, par value $0.0001 per share, included as part of the units |
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ACAQ |
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The New York Stock Exchange |
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Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share |
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ACAQ WS |
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The New York Stock Exchange |
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 7.01 Regulation FD Disclosure.
On August 15, 2022, Next.e.GO Mobile SE (“e.GO”)
issued a press release announcing that it has entered into an agreement to build a new MicroFactory in the Republic of North Macedonia.
A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference hereby.
Athena Consumer Acquisition Corp. (“Athena”)
is furnishing the information in this Item 7.01 and Exhibit 99.1 in connection with its previously announced business combination with
e.Go (the “Business Combination”).
The information in this Item 7.01 and Exhibit
99.1 furnished hereto shall not be deemed “filed” for purposes of Section 18 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 (the “Securities Act”) or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Important Information about the Business
Combination and Where to Find It
In connection with the proposed
Business Combination, Next.e.GO B.V., a wholly-owned subsidiary of e.GO (“TopCo”) intends to file with the U.S. Securities
and Exchange Commission’s (“SEC”) a registration statement on Form F-4 (the “Registration Statement”), which
will include a preliminary prospectus and preliminary proxy statement. This Current Report on Form 8-K (this “Current Report”)
is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Athena will send
to its stockholders in connection with the Business Combination. Investors and security holders of Athena are advised to read, when available,
the proxy statement/prospectus in connection with Athena’s solicitation of proxies for its special meeting of stockholders to be
held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information
about the Business Combination and the parties to the Business Combination. Athena will mail the definitive proxy statement/final prospectus
and other relevant documents to its stockholders as of a record date to be established for voting on the Business Combination. Stockholders
will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov
or by directing a request to: 442 5th Avenue, New York, NY, 10018.
Participants in the Solicitation
Athena, e.GO, TopCo and
their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Athena’s stockholders in connection with the Business Combination. Investors and security holders
may obtain more detailed information regarding the names and interests in the Business Combination of Athena’s directors and officers
in Athena’s filings with the SEC, and such information and names of e.GO’s directors and executive officers will also be in
the Registration Statement to be filed with the SEC by TopCo, which will include the proxy statement of Athena for the Business Combination.
Forward Looking Statements
This Current Report 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 include, but are not limited to, statements regarding e.GO’s
expectations with respect to the timing of the start of production at the MicroFactory in the Republic of North Macedonia and the future
performance of such MicroFactory, as well as Athena, e.GO, and TopCo’s expectations with respect to future performance and anticipated
financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, the level of redemptions
by Athena’s public stockholders, the timing of the completion of the Business Combination and the use of the cash proceeds therefrom.
These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Athena, e.GO,
and TopCo’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ
from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Athena, e.GO, and
TopCo.
These forward-looking statements
are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political
and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including
the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed Business Combination or that the approval of the stockholders of
Athena or e.GO is not obtained; (iii) failure to realize the anticipated benefits of the proposed Business Combination; (iv) risks relating
to the uncertainty of the projected financial information with respect to e.GO; (v) the outcome of any legal proceedings that may be instituted
against Athena and/or e.GO following the announcement of the Business Combination; (vi) future global, regional or local economic and
market conditions; (vii) the development, effects and enforcement of laws and regulations; (viii) e.GO’s ability to grow and achieve
its business objectives; (ix) the effects of competition on e.GO’s future business; (x) the amount of redemption requests made by
Athena’s public stockholders; (xi) the ability of Athena or the combined company to issue equity or equity-linked securities in
the future; (xii) the ability of e.GO and Athena to raise interim financing in connection with the Business Combination, including to
secure an e.GO IP-backed note; (xiii) the outcome of any potential litigation, government and regulatory proceedings, investigations and
inquiries; (xiv) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement
and consummation, (xv) costs related to the Business Combination, (xvi) the impact of the global COVID-19 pandemic and (xvi) those factors
discussed below under the heading “Risk Factors” and in the documents filed, or to be filed, by Athena and Topco with the
SEC. Additional risks related to e.GO’s business include, but are not limited to: the market’s willingness to adopt electric
vehicles; volatility in demand for vehicles; e.GO’s dependence on the proceeds from the contemplated Business Combination and other
external financing to continue its operations; significant challenges as a relatively new entrant in the automotive industry; e.GO’s
ability to control capital expenditures and costs; cost increases or disruptions in supply of raw materials, semiconductor chips or other
components; breaches in data security; e.GO’s ability to establish, maintain and strengthen its brand; e.GO’s minimal experience
in servicing and repairing vehicles; product recalls; failure of joint-venture partners to meet their contractual commitments; unfavorable
changes to the regulatory environment; risks and uncertainties arising from the acquisition of e.GO’s predecessor business and assets
following the opening of insolvency proceedings over the predecessor’s assets in July 2020; and e.GO’s ability to protect
its intellectual property. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements.
There may be additional
risks that neither e.GO nor Athena presently know or that e.GO and Athena currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect e.GO’s
and Athena’s expectations, plans or forecasts of future events and views as of the date of this communication. e.GO and Athena anticipate
that subsequent events and developments will cause e.GO’s and Athena’s assessments to change. However, while e.GO and Athena
may elect to update these forward-looking statements at some point in the future, e.GO and Athena specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing e.GO’s and Athena’s assessments as of
any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report is for
informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an applicable exemption from
the registration requirements thereof.
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.
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ATHENA CONSUMER ACQUISITION CORP. |
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By: |
/s/ Jane Park |
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Name: |
Jane Park |
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Title: |
Chief Executive Officer |
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Dated: August 15, 2022 |
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