Current Report Filing (8-k)
May 22 2023 - 2:41PM
Edgar (US Regulatory)
0001869141
false
0001869141
2023-05-19
2023-05-19
0001869141
ACAQ:UnitsEachConsistingOfOneClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember
2023-05-19
2023-05-19
0001869141
ACAQ:SharesOfClassCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember
2023-05-19
2023-05-19
0001869141
ACAQ:RedeemableWarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2023-05-19
2023-05-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 19, 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 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on January 17, 2023,
Athena Consumer Acquisition Corp. (“Athena”) issued an unsecured promissory note (the “Working Capital Note”)
to the sponsor of Athena, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), providing for borrowings from time to time
by Athena for working capital purposes up to an aggregate principal amount of $400,000.00.
On May 19, 2023, Athena and the Sponsor entered
into an amendment and restatement to the Working Capital Note (the “A&R Note”) in order to increase the aggregate principal
amount of borrowings by Athena to an aggregate principal amount of up to $600,000.00. The other terms of the Working Capital Note remain
unchanged. Accordingly, following the closing of Athena’s initial business combination, the Sponsor may elect to convert all or
any portion of the unpaid principal balance of the Note, up to $600,000.00, into units of the post-business combination entity at $10.00
per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with Athena’s initial
public offering.
The foregoing description is qualified in its
entirety by reference to the A&R Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events
On May 22, 2023, 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 May 22, 2023 for an additional month to June 22, 2023, the fifth
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, and (4) in
April 2023, the Board had implemented a fourth Extension and had further extended the Deadline Date to May 22, 2023.
On May 19, 2023, pursuant to the
Charter, the Board determined to implement a fifth Extension to allow additional time for Athena to complete its initial business combination.
In connection with the fifth Extension and pursuant to an unsecured promissory note Athena and 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 fifth month of the Extension. On May 22, 2023,
the Sponsor deposited $112,691.48 into Athena’s trust account in connection with the fifth 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: May 22, 2023 |
|
|
2
Athena Consumer Acquisit... (NYSE:ACAQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Athena Consumer Acquisit... (NYSE:ACAQ)
Historical Stock Chart
From Jul 2023 to Jul 2024
