UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01. Other Events
On September 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 September 22, 2023 for an additional month to October 22, 2023, the last of three potential one-month extensions of the Deadline Date available to Athena.
Athena’s Amended and Restated Certificate of Incorporation (as amended on December 21, 2022 and July 19, 2023, the “Charter”) provides Athena the right to extend the Deadline Date three times for an additional one month each time (each, an “Extension”), from July 22, 2023, the initial Deadline Date, to up to October 22, 2023. As previously disclosed, in July and August 2023, the Board had implemented two one-month Extensions and had extended the initial Deadline Date to September 22, 2023.
On September 15, 2023, pursuant to the Charter, the Board determined to implement a third Extension to allow additional time for Athena to complete its initial business combination. In connection with the third Extension and pursuant to an unsecured promissory note Athena and the sponsor of Athena, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), entered into on July 20, 2023, the Board delivered to the Sponsor a written request to draw down $60,000.00 for the third month of the Extension. On September 21, 2023, the Sponsor deposited $60,000.00 into Athena’s trust account in connection with the third 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 September 21, 2023. | |
| 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: September 21, 2023
Exhibit 99.1
Athena Consumer Acquisition Corp. Announces
Extension of Deadline to Complete Initial Business Combination
New York, NY, September 21, 2023 (GLOBE NEWSWIRE) -- Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “Deadline Date”) from September 22, 2023 for an additional month to October 22, 2023, and that its sponsor, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), deposited $60,000.00 into Athena’s trust account in connection with this extension, the last of three potential one-month extensions of the Deadline Date available to Athena.
Athena’s Amended and Restated Certificate of Incorporation (as amended on December 21, 2022 and July 19, 2023, the “Charter”) provides Athena the right to extend the Deadline Date up to three times for an additional one month each time (each, an “Extension”), from July 22, 2023 to up to October 22, 2023. As previously disclosed, in July and August 2023, the Board had implemented two one-month Extensions and had extended the initial Deadline Date to September 22, 2023. On September 15, 2023, pursuant to the Charter, the Board determined to implement a third Extension to allow additional time for Athena to complete its initial business combination. On the same day, in connection with the third Extension and pursuant to an unsecured promissory note Athena and the Sponsor entered into on July 20, 2023, the Board delivered to the Sponsor a written request to draw down $60,000.00 for the second month of the Extension. On September 21, 2023, the Sponsor deposited such contribution into Athena’s trust account.
About Athena Consumer Acquisition Corp.
Athena Consumer Acquisition Corp. (NYSE American: 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.
Forward-Looking Statements
This press release 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 are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Athena’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the risk that approval of Athena’s stockholders for the Extension is not obtained; the level of redemptions made by Athena’s stockholders in connection with the Extension and its impact on the amount of funds available in Athena’s trust account to complete an initial business combination; and those factors discussed in Athena’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC. Athena does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact
Libbie Wilcox
Bevel PR
Athena@bevelpr.com