0001869141
false
0001869141
2023-10-10
2023-10-10
0001869141
ACAQU:UnitsEachConsistingOfOneClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember
2023-10-10
2023-10-10
0001869141
ACAQU:SharesOfClassCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember
2023-10-10
2023-10-10
0001869141
ACAQU:RedeemableWarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2023-10-10
2023-10-10
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): October
10, 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 October 10, 2023, Athena Consumer
Acquisition Corp. (“Athena”) issued a press release announcing that it has called a special meeting of its stockholders
(the “Special Meeting”) for October 20, 2023 to approve a proposed amendment to Athena’s Amended and Restated
Certificate of Incorporation, as amended, to provide Athena with the right to extend the date by which it must consummate a business combination
up to three times for an additional one month each time, from October 22, 2023 (the date which is 24 months from the closing date of the
Company’s initial public offering (the “IPO”) of units) to up to January 22, 2024 (the date which is 27
months from the closing date of the IPO). Notice of the Special Meeting was mailed on October 10, 2023 to stockholders of record as of
the close of business on October 2, 2023 (the “Record Date”). The Special Meetings will be held virtually, at
https://www.cstproxy.com/athenaconsumerspac/ext2023. In connection with the Special Meeting, Athena’s stockholders who wish to exercise
their redemption rights must do so no later than 5:00 p.m. Eastern Time on October 18, 2023 by following the procedures specified in the
definitive proxy statement for the Special Meeting, when available.
A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release. |
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: October 10, 2023 |
|
|
Exhibit 99.1
ATHENA CONSUMER ACQUISITION CORP.
ANNOUNCES SPECIAL MEETING DATE TO EXTEND THE DATE
BY WHICH
ATHENA HAS TO CONSUMMATE A BUSINESS COMBINATION
Special Meeting Scheduled for October 20, 2023
New York, NY, October 10, 2023 -- Athena Consumer
Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special
meeting of its stockholders (the “Special Meeting”) for October 20, 2023 to approve a proposed amendment (the
“Extension Amendment”) to Athena’s Amended and Restated Certificate of Incorporation, as amended, to provide
Athena with the right to extend the date by which it must consummate a business combination up to three times for an additional one month
each time, from October 22, 2023 (the date which is 24 months from the closing date of the Company’s initial public offering (the
“IPO”) of units) to up to January 22, 2024 (the date which is 27 months from the closing date of the IPO). Stockholders
of record as of the close of business on October 2, 2023, the record date for the Special Meeting (the “Record Date”),
will be entitled to vote their shares at the Special Meeting either in person or by proxy. Notice of the Special Meeting was mailed on
October 10, 2023 to stockholders and warrant holders of record as of the Record Date. The Special Meetings will be held virtually, at
https://www.cstproxy.com/athenaconsumerspac/ext2023.
In connection with the Special Meeting, eligible stockholders
of Athena who wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on October 18, 2023 by following
the procedures specified in the definitive proxy statement/prospectus for the Special Meeting, when available.
About Athena
Athena Consumer Acquisition Corp. (NYSE: 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.
Additional Information about the Special Meeting
and Where to Find It
In connection with the Special Meeting, Athena has
filed with the U.S. Securities and Exchange Commission (“SEC”) a preliminary proxy statement on October 6, 2023
(as amended, the “Preliminary Proxy Statement”), in connection with the Athena’s solicitation of proxies
for the vote by Athena’s stockholders with respect to the Extension Amendment. This communication is not a substitute for the meeting
notice, the definitive proxy statement or any other document that Athena will send to its stockholders in connection with the Special
Meeting. Athena’s stockholders are advised to read the preliminary proxy statement and, when available, the definitive proxy
statement as these will contain important information about the Extension Amendment. The definitive proxy statement will be mailed
to stockholders of Athena of record as of October 2, 2023 when available. Stockholders will also be able to obtain copies of the proxy
statement and other documents filed with the SEC that will be incorporated by reference in the proxy statement, 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.
Forward Looking Statements
This communication 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,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”,
“may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”,
“seem”, “future”, or other similar expressions (or negative versions of such words or expressions). These forward-looking
statements are based on various assumptions, whether or not identified herein, and on the current expectations of Athena’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.
These forward-looking statements reflect Athena’s
expectations, plans or forecasts of future events and views as of the date of this communication. Athena anticipates that subsequent events
and developments will cause Athena’s assessments to change. However, while Athena may elect to update these forward-looking statements
at some point in the future, Athena specifically disclaims any obligation to do so. These forward-looking statements should not be relied
upon as representing 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 communication 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.
MEDIA CONTACTS:
Libbie Wilcox
Bevel PR
Athena@bevelpr.com
v3.23.3
Cover
|
Oct. 10, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 10, 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 |
true
|
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
|
Entity Information, Former Legal or Registered Name |
Not Applicable
|
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
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=ACAQU_UnitsEachConsistingOfOneClassCommonStockParValue0.0001PerShareAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=ACAQU_SharesOfClassCommonStockParValue0.0001PerShareIncludedAsPartOfUnitsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=ACAQU_RedeemableWarrantsEachExercisableForOneShareOfClassCommonStockFor11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Athena Consumer Acquisit... (NYSE:ACAQ)
Historical Stock Chart
From Nov 2024 to Dec 2024
Athena Consumer Acquisit... (NYSE:ACAQ)
Historical Stock Chart
From Dec 2023 to Dec 2024