Athena Consumer Acquisition (ACAQ) 425Business combination disclosure

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): September 15, 2023

ATHENA CONSUMER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 7.01 Regulation FD Disclosure.

Furnished as Exhibit 99.1 hereto is a press release, dated September 15, 2023 (the “Press Release”), issued by Athena Consumer Acquisition Corp. (“Athena”) announcing that Athena intends to convene and then adjourn, without conducting any business, Athena’s (1) special meeting of its stockholders (the “Special Meeting”), scheduled to occur on Thursday, September 21, 2023 at 10:00 a.m., Eastern Time, until Thursday, September 28, 2023, at 1:00 p.m., Eastern Time and (2) special meeting of its warrant holders (the “Warrant Holders Meeting” and, together with the Special Meeting, the “Special Meetings”), scheduled to occur on Thursday, September 21, 2023 at 10:30 a.m., Eastern Time, until Thursday, September 28, 2023, at 1:30 p.m., Eastern Time, each to be held virtually, pursuant to the determination of the chairperson of the Special Meetings. The Special Meetings are being held to vote on the proposals described in Athena’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 2023 (the “definitive proxy statement”), relating to its proposed business combination (the “Business Combination”) with Next.e.GO Mobile SE (“e.GO”), Next.e.GO B.V., a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a wholly-owned subsidiary of TopCo (“Merger Sub”).

In connection with the adjournment, Athena has extended the deadline for holders of its Class A common stock to submit such shares for redemption to Tuesday, September 26, 2023, at 5:00 p.m., Eastern Time, two business days prior to the adjourned Special Meeting.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of Athena under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.

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.

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