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    Athena Consumer Acquisition Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    10/10/23 5:25:21 PM ET
    $ACAQ
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    Get the next $ACAQ alert in real time by email
    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    

     

     

     

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