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Washington, D.C. 20549







Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 22, 2022




(Exact name of registrant as specified in its charter)


Cayman Islands   001-40096   98-1566664
(State or other jurisdiction of 
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer 
Identification Number)


2929 Arch Street, Suite 1703

Philadelphia, PA

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:  (215) 701-9555 


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 to 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 ordinary share and one-fourth of one redeemable warrant    FTAAU    NASDAQ Capital Market
Class A ordinary shares, par value $0.0001 per share   FTAA   NASDAQ Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share    FTAAW   NASDAQ Capital Market



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 x


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.


On March 22, 2022, FTAC Athena Acquisition Corp. (“we,” “us” or the “Company”) issued a promissory note (the “Promissory Note”) to FTAC Athena Sponsor, LLC (the “Lender”), one of the Company’s sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the “Maturity Date”). If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of our initial public offering (the “IPO”) to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On March 23, 2022, we borrowed $300,000 under the Promissory Note.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   Promissory Note dated March 22, 2022 made by FTAC Athena Acquisition Corp. to the order of FTAC Athena Sponsor, LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







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.


Dated: March 23, 2022 By: /s/ Amanda Abrams
  Name: Amanda Abrams
  Title: President and Chief Executive Officer