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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

 

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

 

1

 

 

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    

 

 

2

 

 

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