Athena Consumer Acquisition Corp.

The second adjournment in twelve days, this time by only a single day, which reads as a vote-gathering or closing-condition scramble rather than a scheduling change. It is a status change in the negative sense: the deal still is not approved with under a month left on Athena's October 22, 2023 extended deadline. Note the release does not extend the redemption deadline as the September 15 filing did, so holders who did not act by the earlier cut-off may have no exit. Watch whether the September 29 meeting actually votes.

The third postponement of this vote, and the shortest: one day rather than the weeks the earlier two took. Unlike the September 15 adjournment, this report states no change to the redemption deadline, which had been extended to 5:00 p.m. Eastern on September 26, 2023 — so on the face of these two filings the redemption window closed before this final adjournment was announced.

An Item 3.01 that is a deal mechanic rather than a compliance failure — the heading covers both and only the text distinguishes them. Everything here is conditional on closing: if the business combination does not complete, neither the delisting nor the Nasdaq listing occurs. The 'EGOX' symbol is stated as expected, not assigned.

A real pre-closing step: a voluntary delisting notice is filed when the parties expect to close, and it fixes the exchange the surviving security trades on — holders who stay end up in a Dutch-domiciled Nasdaq issuer, not a US NYSE American one. The wording is conditional throughout ('intends', 'subject to... closing conditions', 'planned listing'), so Nasdaq admission was not yet confirmed. Note the release's own header prints 'NYSE: ACAQ' while the body correctly says NYSE American. Watch the September 29 vote and Nasdaq approval.

Effectiveness is the condition that had held this vote up since July: the meeting called for August 14 was postponed expressly pending it, and the September 21 meetings were convened and adjourned to September 28. With the F-4 effective on September 22, the adjourned meetings can proceed and the September 26 redemption deadline for Class A holders is the operative date.

Effectiveness, not filing or intent — this is the gate that has held the deal up since March 13, 2023 and forced the August 14 postponement. It also exposes an inconsistency in Athena's own record: the September 15, 2023 8-K said a definitive proxy statement had already been filed that day, ten days before the F-4 on which that prospectus depends was declared effective. With Athena's extended charter expiring October 22, 2023, the deal now has roughly four weeks to close. Watch the September 28 vote and the redemption tally.

Five amendments in fourteen months is a deal repeatedly rescued from collapse, and the Sponsor Letter Agreement means the sponsor's votes are already committed regardless of the merits. The earn-out structure is unusually generous to the seller: 10,000,000 shares vest at Closing itself rather than on any performance milestone, so they are consideration in all but name. ACAQ holders who do not redeem absorb that dilution.

The second grant of extension capacity is now exhausted, as the first was in July: nine monthly extensions in all — six at $112,691.48 under the original charter, three at $60,000 under the amended one — and October 22, 2023 is the end of what the board can give itself. Further time would need another shareholder vote, with redemption rights attached, while the business combination meeting stands adjourned to September 28, 2023.

Two facts move together: the definitive proxy finally exists, meaning the TopCo Form F-4 went effective, but the vote is being pushed a week on the chairperson's own motion — the classic sign of insufficient votes or unresolved closing conditions. Holders get a week more to decide and a new hard redemption cut-off of September 26, 2023. With Athena's extended charter running only to October 22, 2023, there is little room for a second adjournment. Watch turnout, the redemption count and whether Nasdaq listing of TopCo is confirmed.

The redemption deadline moves with the adjournment: holders of Class A common stock now have until 5:00 p.m. Eastern on Tuesday, September 26, 2023 — two business days before the adjourned meeting — to submit shares. This is the second postponement of this vote, after the August 14 meeting was pushed in July pending effectiveness of TopCo's Form F-4, and the definitive proxy was filed only six days before the original date.

The sixth amendment is the substantive one: the agreement previously did not contemplate a Nasdaq listing for the combined company's shares, and the change is framed as a potential rather than a commitment. That matters because an exchange listing is normally a closing condition, and this is the fourth amendment in seven weeks — third, fourth, fifth and sixth between July 18 and September 11, 2023 — on a transaction whose shareholder meeting has already been called and postponed once.

Six amendments in fourteen months, two of them in the four days before a September 21 vote, is a deal being re-cut at the wire. The Nasdaq listing language is the important tell: the exchange for the post-closing TopCo shares was still only a 'potential' eleven days before the meeting, and an exchange-listing failure is exactly the condition that has killed comparable deals. The actual amended terms sit in unread exhibits. Watch whether the F-4 goes effective in time and whether the listing is confirmed before holders' September 19 redemption deadline.

The warrant holders' meeting is the new element: the fourth amendment of August 25, 2023 made the exchange of each warrant for 0.175 Class A shares subject to warrant holder approval, so that class now votes separately on giving up its instruments. For stockholders the binding date is the September 19 redemption deadline, two days before the vote, and the filing again states the definitive proxy statement/prospectus is 'when available'.

A real status change: the deal is back on a calendar with a fresh record date, and a warrant-holder vote is now disclosed, meaning warrants get exchanged rather than carried over — dilution mechanics warrant holders had not previously seen scheduled. But the filing again says the definitive proxy statement/prospectus is available 'when available', so as of September 1 the TopCo Form F-4 still was not effective. With Athena's extended charter running to October 22, 2023, a second postponement would leave almost no runway. Watch the September 19 redemption cut-off.

Warrant holders are cashed out in stock at 0.175 shares each rather than carried across into TopCo warrants, and the amendment deletes the Converted Warrant definition and both warrant assumption agreement exhibits to match. A caution for anyone extracting from amendments: this document marks revisions with strikethrough and boldface, and the stored plain text preserves neither, so the ninth recital reads as if warrants are BOTH exchanged for shares and converted into TopCo warrants. Only the inserted text is operative, and telling them apart requires the original formatting.

Warrant holders are being asked to give up an instrument with a strike price and a multi-year life for a fixed 0.175 of a share, so the exchange converts optionality into a small certain stake and requires their own separate approval. It also removes the post-closing warrant overhang from TopCo's capital structure, which is why the earn-out terms were reopened at the same time. The exchange ratio's value depends entirely on where the shares trade, which this report does not address.

October 22, 2023 is a CEILING requiring one further board election and one further $60,000 deposit. This is the eighth monthly extension the company has taken in all — six under the original charter at $112,691.48 each, now two at $60,000 under the amended charter — and the vehicle's business combination meeting with Next.e.GO remains postponed pending effectiveness of TopCo's Form F-4.

The meeting was called on July 24 and postponed seven days later because the registration statement covering the shares being voted on was still not effective, more than four months after it was filed. For a holder the practical consequence is that the August 10 redemption deadline announced a week earlier no longer applies and a new one will be set two business days before whatever date is fixed. The proxy solicitor is named as Morrow Sodali LLC.

A status change in the wrong direction: the vote is pulled because the F-4 was never declared effective, confirming the sequencing flaw in the July 24 notice, which had been mailed while the definitive proxy/prospectus was still 'when available'. Holders get their redemption decision back but on an open-ended timetable, and Athena is already running on a month-by-month extended charter that expires October 22, 2023. Watch F-4 effectiveness — if it does not come, this deal runs out of clock before it can be voted.

The date that binds a holder is the redemption deadline, not the meeting date: 5:00 p.m. Eastern on August 10, 2023, four days before the vote. The filing also states the definitive proxy statement/prospectus is 'when available', so the notice of meeting and the redemption cut-off were published before the document describing what is being voted on was final.

This is a real status change: the deal vote finally has a date and holders have a hard redemption deadline of August 10, 2023 to decide between trust cash and e.GO equity. Note the sequencing problem the filing itself admits — notice was mailed for an August 14 vote while the definitive proxy statement/prospectus was still only 'when available', i.e. the F-4 was not yet effective, so holders were told to redeem on a document that did not exist. Watch for effectiveness before August 10 and for a meeting adjournment if it slips.

The monthly price has fallen from the $112,691.48 of the first six extensions to $60,000, and October 22, 2023 is a CEILING requiring two more board elections and two more deposits. If no combination closes, the filing states the note is repaid only from funds outside the trust or is forfeited. The sponsor may instead convert unpaid principal into post-closing units at $10.00, identical to its private placement units, subject to an aggregate cap across its notes.

A genuine status change on three fronts: sponsor economics cut, the deadline pushed to October 22, 2023, and the NTA floor removed so the deal can close no matter how thin the trust gets. Roughly $10.40 million left in trust means public cash is close to irrelevant to the merger's funding. Note the registration is on Form F-4 (Dutch TopCo), filed March 13, 2023 and still not effective as of this filing — that, plus any further redemptions, is what to watch.

The founder conversion ratio moves back to one-for-one, which the filing says realigns the agreement with Athena's existing charter — a small reduction in what the sponsor receives. The redemption figures dominate: 1,082,596 Class A shares were presented for redemption and the filing states approximately $10.40 million will remain in the trust afterwards. Both eliminated net-tangible-assets tests were protections — one capping redemptions, the other barring a closing below $5,000,001.

What changed: Completion 8-K (Items 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 8.01). On October 19, 2023 Merger Sub merged into Athena, which survived as a wholly-owned subsidiary of Next.e.GO B.V. (TopCo). TopCo issued e.GO shareholders up to 79,019,608 ordinary shares, inclusive of 30,000,000 Earn-Out Shares — 20,000,000 unvested and subject to an earn-out, 10,000,000 vested at closing with a 12-month lock-up. Each Athena Class A and Class B share converted into one surviving-company share and then into one TopCo Share; each Athena warrant was cancelled and exchanged for 0.175 TopCo Shares. Why it matters: After redemption of 784,880 Athena Class A shares, the e.GO shareholders own approximately 85% of outstanding TopCo Shares, including the 20,000,000 unvested Earn-Out Shares (about 21% of the total). Athena and TopCo asked NYSE American to delist Athena units, Class A stock and warrants on October 19, with trading suspended before market open October 20. The trust agreement, the $10,000-per-month administrative support agreement and the sponsor/insider letter agreement terminated; all officers and directors resigned; the October 20 extension meeting was cancelled.

What changed: Athena Consumer Acquisition Corp. set a virtual special meeting for October 20, 2023 at 2:30 p.m. ET, record date October 2, 2023, to extend the deadline up to three times by one month each from October 22, 2023; plus a redemption limitation amendment. Why it matters: Five amendments in fourteen months, three of them within six weeks of this meeting, describe a deal being renegotiated continuously rather than closing, and the company confirms the conditions are still not met and TopCo is not yet approved for Nasdaq listing. Only three one-month extensions are being sought, so the runway is short. With 8,050,000 founder shares plus 1,060,000 Class A shares the sponsor can carry the adjournment proposal without any public support, which means public holders' practical leverage is limited to redeeming.

What changed: Item 8.01 (other events). On October 10, 2023 Athena issued a press release announcing a special meeting of stockholders on October 20, 2023 to approve a charter amendment giving Athena the right to extend the date by which it must complete a business combination up to three times, by one additional month each time, from October 22, 2023 (24 months from the IPO closing) to up to January 22, 2024 (27 months). Notice was mailed October 10, 2023 to holders of record as of October 2, 2023. The meeting is virtual. Holders wishing to redeem must do so by 5:00 p.m. Eastern on October 18, 2023. Why it matters: An extension vote twelve days before the existing October 22, 2023 deadline, paired with a redemption window that closes two days before the meeting. The three one-month steps are a ceiling the stockholder vote would authorise, not a date already secured.

What changed: Item 7.01 (Reg FD). Athena furnished a press release dated October 5, 2023 stating that the conditions to closing its business combination with Next.e.GO Mobile SE, Next.e.GO B.V. ("TopCo") and Time is Now Merger Sub have NOT yet been satisfied and the business combination has not closed. The parties say they are working to satisfy the remaining conditions, including obtaining Nasdaq approval to list TopCo's ordinary shares at closing. The filing states Athena's governing documents currently require it to consummate an initial business combination by October 22, 2023. Why it matters: A negative closing update seventeen days before the charter deadline the filing itself names: the deal is not done, and one of the open conditions is an exchange listing approval Athena does not control. The 8-K expressly disclaims assurance that the combination will close within the required period.

What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 7.01) of October 5, 2023 disclosing that the closing conditions for the Next.e.GO Mobile SE business combination 'have not yet been satisfied and the business combination has not closed'. It names the outstanding item: approval by Nasdaq to list TopCo's ordinary shares after closing. It warns there can be no assurance the combination will be consummated within the period allowed by Athena's governing documents, which require an initial business combination by October 22, 2023. The release is Exhibit 99.1, furnished. Why it matters: The most consequential Athena filing in the series: the vote is behind them, the F-4 is effective, and the deal is still hostage to a Nasdaq listing decision with seventeen days left on the charter clock. That confirms the conditional language in the September 26 delisting release was not boilerplate. For a holder the fork is binary — Nasdaq approves and the shares convert into a Dutch EV maker's stock, or the October 22 deadline passes and Athena must liquidate or extend again. The redemption windows have already closed.