---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-058253"
form_type: "8-K"
ticker: null
cik: "0001869141"
company_name: "Athena Consumer Acquisition Corp."
filed_at: "2023-07-19T23:59:59+00:00"
generated_at: "2026-06-13T06:34:09.542775+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Athena extends business combination deadline to Oct 22; Class B conversion ratio cut to 1:1

## Summary
- Stockholders approved extension of deadline to consummate business combination from July 22, 2023 to up to October 22, 2023.
- Charter amendment eliminates net tangible asset redemption limitation (previously $5,000,001 minimum).
- 1,082,596 Class A shares redeemed, leaving approximately $10.40 million remaining in trust account.
- Third amendment to Business Combination Agreement changes Class B conversion from 1:1.05 to 1-for-1 into TopCo ordinary shares.
- Special meeting also approved Redemption Limitation Amendment to allow redemptions without net tangible asset floor.

## SEC filing metadata
- accession: 0001213900-23-058253
- form_type: 8-K
- cik: 0001869141
- company_name: Athena Consumer Acquisition Corp.
- filed_at: 2023-07-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1869141/000121390023058253/0001213900-23-058253-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1869141/000121390023058253/ea181944-8k425_athena.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-058253
- JSON: https://secwatch.observer/filing/0001213900-23-058253.json
- Plain text: https://secwatch.observer/filing/0001213900-23-058253.txt

## Key facts
- Governance Changes
  Athena Consumer Acquisition Corp.: Stockholders approved amendments to the charter to extend the business combination deadline up to October 22, 2023 and to eliminate certain redemption limitations. The charter amendment was filed on July 19, 2023 (effective 2023-07-19).
  - Change: charter amendment
  - Effective: 2023-07-19
  source text: Athena’s stockholders approved (1) a proposal to amend the Existing Athena Charter (the proposed amendment, the “ Extension Amendment ”) to provide Athena with the right to extend the date by which Athena must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Athena and one or more businesses (a “ business combination ”) up to three times for an additional one month each time, from July 22, 2023 (the date which is 21 months from the closing date of Athena’s initial public offering (the “ IPO ”) of units) to up to October 22, 2023 (the date which is 24 months from the closing date of the IPO) (the “ Extension Amendment Proposal ”) and (2) a proposal to amend the Existing Athena Charter (the “ Redemption Limitation Amendment ”, together with the Extension Amendment, the “ Charter Amendment ”) to eliminate (i) the limitation that Athena may not redeem public shares in an amount that would cause Athena’s
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869141/000121390023058253/0001213900-23-058253-index.htm
- Shareholder Votes
  Athena Consumer Acquisition Corp. shareholders approved Extension Amendment Proposal to extend the date by which Athena must consummate a business combination up to October 22, 2023 at the 2023-07-19 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-07-19
  source text: The final vote tabulation for the Extension Amendment Proposal is set forth below. For Against Abstain 10,427,880 356,642 1
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869141/000121390023058253/0001213900-23-058253-index.htm
- Shareholder Votes
  Athena Consumer Acquisition Corp. shareholders approved Redemption Limitation Amendment Proposal to eliminate net tangible asset limitations on redemptions and business combination at the 2023-07-19 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-07-19
  source text: The final vote tabulation for the Redemption Limitation Amendment Proposal is set forth below. For Against Abstain 10,439,295 345,227 1
  evidence_url: https://www.sec.gov/Archives/edgar/data/1869141/000121390023058253/0001213900-23-058253-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.