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): December 21, 2022
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 | | The New York Stock Exchange |
| | | | | |
| Shares of Class A common stock, par value $0.0001 per share, included as part of the units | | ACAQ | | The New York Stock Exchange |
| | | | | |
| Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share | | ACAQ WS | | The New York Stock Exchange |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 21, 2022, Athena Consumer Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the proposed amendment, the “Charter Amendment”) to provide the Company with the right to extend the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”) up to six times for an additional one month each time, from January 22, 2023 (the date which is 15 months from the closing date of the Company’s initial public offering (the “IPO”) of units) to up to July 22, 2023 (the date which is 21 months from the closing date of the IPO) (the “Extension Amendment Proposal”).
The Company’s stockholders voted on and approved the Extension Amendment Proposal at the Special Meeting. A detailed description of the Extension Amendment Proposal is included in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 23, 2022, and mailed to the Company’s stockholders on or about the same date (as supplemented by that certain amendment to the definitive proxy statement, dated as of November 30, 2022, the “Proxy Statement”). The final vote tabulation for the Extension Amendment Proposal is set forth below.
| For | | Against | | Abstain |
| 28,337,304 | | 30,446 | | 301,451 |
A total of 20,951,064 shares of the Company’s Class A common stock were presented for redemption in connection with the Special Meeting. As a result, there will be approximately $21.1 million remaining in the trust account following redemptions.
In addition, on December 21, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: December 21, 2022 | | |
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