ACAQ SEC filings, in plain English
Everything Athena Consumer Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 29 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- What changed vs 2023-08-10trust $22.0M → $21.8M -1%shares 2.05M → 181K -91%
trust account, redeemable shares, sponsor loans outstanding +22 moved · 3 with no prior record of ours
- Trust account
- $22.0M$21.8M
- Redeemable shares
- 2.05M181K
- Sponsor loans outstanding
- not previously extracted$1.4M
- Combination deadline
- 2023-10-22 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $254,317 left the trust between the two filings.
The clause …“of September 30, 2023 and December 31, 2022, the Company had $ 10,673,205 and $ 21,752,492 in cash and investments held in Trust Account, respectively. The balance of $ 10,673,205 as of September 30, 2023 includes a restricted amount of”…
SpacBrain reads this as 1,867,476 shares are no longer redeemable.
The clause “0,000,000 shares authorized; 1,060,000 shares issued and outstanding (excluding 181,460 and 2,048,936 shares subject to possible redemption) at September 30, 2023 and December 31, 2022 106 106 Class B common stock; $ 0.0001 par value;”…
The clause …“Private Placement Units. As of September 30, 2023, there was approximately $1,414,717 outstanding under the Working Capital Loans.. On October 19, 2023, as contemplated by the Business Combination Agreement, Merger Sub merged with”…
The clause …“extend the Deadline Date from September 22, 2023 for an additional month to October 22, 2023, the last of three potential one-month extensions of the Deadline Date available to the Company. On September 21, 2023, the Sponsor deposited”…
The clause …“subsidiary of TopCo. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2023-07-07deadline 2023-10-22 → 2024-01-22combination deadline, trust account1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-10-222024-01-22
- Trust account
- $3.8M · unchanged
SpacBrain reads this as 92 days later than the previous record.
The clause …“to extend the date we have to consummate a business combination to up to January 22, 2024, in order to allow the Company more time to complete the Business Combination. For more information about the Business Combination, see our”…
The clause …“Rule 2a -7 under the Investment Company Act. As of March 31, 2023, amounts held in the trust account included approximately $3,781,686 of accrued interest. To mitigate the risk of us being deemed to have been operating as an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Item 5.07: At Athena Consumer Acquisition's special meeting on September 29, 2023, holders of 9,962,309 shares — 98.87% of the 2,026,340 Class A and 8,050,000 Class B shares outstanding on the August 28, 2023 record date — were present. The Business Combination Proposal for the Next.e.GO transaction, as amended six times, was approved 9,962,309 for with none against or abstaining, as was the warrant exchange under which each Athena warrant is cancelled for 0.175 TopCo shares with fractions rounded down. Three advisory charter proposals passed on the same margins. Why it matters: A unanimous vote on a register that is 80% founder shares: only 2,026,340 of the 10,076,340 shares outstanding were public Class A, so the outcome was not in the public class's hands. A further 884,880 Class A shares were presented for redemption at this meeting. The advisory proposals authorise TopCo share capital at roughly five times shares outstanding after closing and a five-year standing issuance authority.
What changed: Item 7.01 (Regulation FD): Athena Consumer Acquisition furnishes a press release of September 27, 2023 announcing that it intends to convene and immediately adjourn, without conducting business, both its stockholder special meeting (from September 28 at 1:00 p.m. to September 29 at 4:00 p.m. Eastern) and its warrant holder special meeting (from 1:30 p.m. to 4:30 p.m. on the same dates), each virtually, at the chairperson's determination. The meetings are to vote on the proposals in the definitive proxy statement filed September 15, 2023 for the Next.e.GO business combination. Why it matters: 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.
What changed: Items 3.01 and 7.01: Athena Consumer Acquisition announced on September 26, 2023 that it intends to VOLUNTARILY delist its Class A common stock, units and public warrants from NYSE American, subject to the closing of the Next.e.GO business combination. The filing states the reason is that on consummation Athena becomes a wholly owned subsidiary of TopCo, whose ordinary shares are expected to trade on Nasdaq under the new symbol 'EGOX', and that both the delisting and the Nasdaq listing are subject to the closing. Why it matters: 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.
What changed: Announcement 425 — an Athena Consumer Acquisition Corp. press release of September 27, 2023 saying it will convene and then adjourn, without conducting business, both special meetings a second time: the stockholder meeting from September 28, 2023 1:00 p.m. ET to September 29, 2023 4:00 p.m. ET, and the warrant holders' meeting from 1:30 p.m. to 4:30 p.m. ET on the same dates, on the chairperson's determination. The proposals are those in the definitive proxy statement filed September 15, 2023 on the Next.e.GO business combination. No new redemption deadline is stated in the release. Why it matters: 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.
What changed: Announcement 425 — an Athena Consumer Acquisition Corp. press release of September 26, 2023 stating that on consummation of the Next.e.GO Mobile SE business combination it intends to voluntarily delist its Class A common stock, units and public warrants from NYSE American, subject to satisfaction or waiver of all closing conditions, with the post-combination company to list on Nasdaq. The securities keep trading under ACAQ, ACAQ.U and ACAQ WS until closing. The stated reason is that Athena becomes a wholly owned subsidiary of Dutch TopCo Next.e.GO B.V. at closing. Why it matters: 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.
What changed: Item 7.01 (Regulation FD): Athena Consumer Acquisition and Next.e.GO Mobile SE issued a joint press release on September 25, 2023 announcing that the SEC declared TopCo's Form F-4 registration statement effective on September 22, 2023, for the business combination among e.GO, Athena, Next.e.GO B.V. and Time is Now Merger Sub. The press release is furnished as Exhibit 99.1 and the filing states the item is furnished, not deemed filed under Section 18, and is not an admission of materiality. Why it matters: 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.
What changed: Announcement 425 — a joint press release of September 25, 2023 filed by Athena Consumer Acquisition Corp. (NYSE American: ACAQ) stating that the SEC has declared effective Next.e.GO Mobile SE's registration statement on Form F-4 (File No. 333-270504) for the business combination among e.GO, Athena, Dutch TopCo Next.e.GO B.V. and Time is Now Merger Sub. Athena's stockholder and warrant holder special meetings are set for September 28, 2023 to approve the combination and the warrant exchange effective immediately before closing. Quotes e.GO chairman Ali Vezvaei. Why it matters: 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.
What changed: Athena Consumer Acquisition Corp. scheduled a special meeting of stockholders and a separate special meeting of warrant holders, initially for September 21, 2023 at 10:00 a.m. Eastern time, on its business combination with Next.e.GO B.V., under an agreement dated July 28, 2022 amended on September 29, 2022 and again on June 29, July 18, August 25 and September 2023. The prospectus covers up to 12,181,590 ordinary shares. Of the Earn-Out shares, 10,000,000 vest immediately at Closing subject to a 12-month lock-up, with the remainder vesting over the five-year period following Closing. Why it matters: 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.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- not previously extracted$50.0M
- Outside date
- not previously extracted2023-09-30
SpacBrain reads this as the min-cash condition binds at $50,000,000.
The clause …“interim funding by or before end of July 2022 and the timely Closing with a minimum cash condition of $50 million by or before December 2022; • Prospective financial information is based on assumed timely and successful introduction”…
SpacBrain reads this as the agreement may be terminated from 2023-09-30.
The clause …“date of the Second Amendment to the Business Combination Agreement; and (c) Outside Date Termination Event — The outside date to terminate the Business Combination Agreement was extended from June 30, 2023 to September 30, 2023. On”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01: Athena Consumer Acquisition announced on September 21, 2023 that its board had elected on September 15 to implement a third one-month extension under the charter as amended on July 19, 2023, moving the deadline date from September 22, 2023 to October 22, 2023. The sponsor deposited $60,000 into the trust on September 21 under the July 20, 2023 promissory note. The filing states this is the LAST of the three one-month extensions available, running from the July 22, 2023 deadline date. Why it matters: 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.
What changed: Item 7.01 (Regulation FD): Athena Consumer Acquisition furnishes a press release of September 15, 2023 announcing that it intends to convene and immediately adjourn, without conducting business, both its stockholder special meeting (from September 21 at 10:00 a.m. to September 28 at 1:00 p.m. Eastern) and its warrant holder special meeting (from 10:30 a.m. to 1:30 p.m. on the same dates), each virtually, at the chairperson's determination. The definitive proxy statement for the Next.e.GO business combination was filed the same day, September 15, 2023. Why it matters: 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.
What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 7.01) of September 15, 2023: Athena will convene and immediately adjourn, without conducting business, both its stockholder special meeting (September 21, 2023, 10:00 a.m. ET) and its warrant holders' meeting (10:30 a.m. ET), each to September 28, 2023 at 1:00 and 1:30 p.m. ET. The redemption deadline for Class A holders is correspondingly extended to 5:00 p.m. ET on Tuesday, September 26, 2023. Athena's definitive proxy statement on the Next.e.GO business combination was filed the same day, September 15, 2023. Why it matters: 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.
What changed: Item 1.01: Athena Consumer Acquisition signed two further amendments to its July 28, 2022 business combination agreement with Next.e.GO Mobile SE. The fifth, on September 8, 2023, clarifies the mechanics of the warrant exchange to occur at closing, subject to Athena warrant holder approval. The sixth, on September 11, 2023, amends terms to reflect the POTENTIAL for TopCo shares to be listed on Nasdaq following the closing. Copies are Exhibits 2.1 and 2.2; the filing states the descriptions are not complete. Why it matters: 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.
What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 1.01) disclosing the fifth and sixth amendments to its July 28, 2022 Business Combination Agreement with Next.e.GO Mobile SE and Dutch TopCo. The fifth (September 8, 2023) clarifies the mechanics of the warrant exchange to occur at closing, subject to warrant-holder approval; the sixth (September 11, 2023) revises terms 'to reflect the potential for TopCo Shares to be listed on Nasdaq following the Closing'. Both sit in unread Exhibits 2.1/2.2; the legend still calls the March 13, 2023 Form F-4 preliminary. Why it matters: 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.
What changed: Item 8.01: Athena Consumer Acquisition announced on September 1, 2023 that it has called BOTH a special meeting of stockholders and a separate special meeting of warrant holders for September 21, 2023, to approve the Next.e.GO business combination and the warrant exchange that would take effect immediately before closing. Notices were mailed on September 1 to holders of record at the close of business on August 28, 2023, and both meetings will be held virtually. Stockholders wishing to redeem must do so by 5:00 p.m. Eastern Time on September 19, 2023. Why it matters: 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'.
What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 8.01) of September 1, 2023 re-calling the votes on the Next.e.GO Mobile SE combination after the August 14 meeting was postponed. A stockholder special meeting and a separate warrant holders' meeting are both set for September 21, 2023, held virtually, to approve the business combination and a warrant exchange effective immediately before closing. Notices were mailed September 1, 2023 to holders of record as of the close of business on August 28, 2023; redemption elections are due by 5:00 p.m. ET on September 19, 2023. Why it matters: 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.
What changed: Item 1.01: On August 25, 2023 Athena Consumer Acquisition and Next.e.GO Mobile SE signed a fourth amendment to their July 28, 2022 business combination agreement, amending transaction steps, covenants and closing conditions. The principal change is a Warrant Exchange: instead of each Athena warrant converting at closing into a TopCo warrant on identical terms, each will — subject to warrant holder approval — be cancelled immediately before closing and exchanged for 0.175 shares of Athena Class A common stock, themselves then exchanged for TopCo shares. The earn-out was renegotiated too. Why it matters: 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.
What changed: EXHIBIT-ONLY EXTRACT: the stored copy is Exhibit 2.1, not the 425 report body. It is the Fourth Amendment, dated 25 August 2023, to the Athena Consumer / Next.e.GO business combination agreement of 28 July 2022 (amended 29 September 2022, 29 June 2023 and 18 July 2023). Its substantive change is to the warrants: the SPAC Public Warrant Agreement is to be amended so that immediately before the merger every outstanding SPAC warrant is cancelled and exchanged for 0.175 SPAC Class A shares, subject to a separate Warrant Holder Special Meeting approval. Why it matters: 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.(flagged for human review)
What changed: Item 8.01: Athena Consumer Acquisition announced on August 21, 2023 that its board had elected on August 18 to implement a second one-month extension under the charter as amended on July 19, 2023, moving the deadline date from August 22, 2023 to September 22, 2023. The sponsor deposited $60,000 into the trust on August 21 under the July 20, 2023 promissory note. The filing states this is the second of three one-month extensions available, running from the July 22, 2023 deadline date to as late as October 22, 2023. Why it matters: 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.
- What changed vs 2023-05-19trust $22.3M → $22.0M -1%deadline 2023-07-22 → 2023-10-22
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $22.3M$22.0M
- Combination deadline
- 2023-07-222023-10-22
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.05M · unchanged
SpacBrain reads this as $268,170 left the trust between the two filings.
The clause …“taxes 93,943 — Total current assets 246,631 274,842 Cash and Investments held in Trust Account 22,006,809 21,752,492 TOTAL ASSETS $ 22,253,440 $ 22,027,334 LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“times for an additional one month each time, from July 22, 2023 to up to October 22, 2023 and (2) the Redemption Limitation Amendment Proposal. In connection with the Second Extension Meeting, a total of 1,082,596 shares of the”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause “0,000,000 shares authorized; 1,060,000 shares issued and outstanding (excluding 2,048,936 shares subject to possible redemption) at June 30, 2023 and December 31, 2022 106 106 Class B common stock; $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 8.01: Athena Consumer Acquisition announced on July 31, 2023 that the special meeting on its business combination with Next.e.GO Mobile SE, originally set for August 14, 2023, has been POSTPONED to a date to be determined. The company anticipates announcing a new meeting date and record date once the Form F-4 registration statement TopCo filed on March 13, 2023 is declared effective by the SEC. The record date will change, and the redemption deadline moves to 5:00 p.m. Eastern Time two business days before the new meeting date. Why it matters: 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.
What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 8.01) of July 31, 2023: the special meeting on the Next.e.GO Mobile SE business combination, originally set for August 14, 2023, has been postponed to a date to be determined. Athena says it will announce a new meeting date and a new record date only once TopCo's Form F-4, filed March 13, 2023, is declared effective by the SEC; the July 7, 2023 record date and the August 10, 2023 redemption deadline therefore fall away. Morrow Sodali is the proxy solicitor. Press release is Exhibit 99.1, unread. Why it matters: 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.
What changed: Item 8.01: Athena Consumer Acquisition announced on July 24, 2023 that it has called a special meeting for August 14, 2023 to approve the business combination with Next.e.GO Mobile SE, Next.e.GO B.V. as TopCo and Time is Now Merger Sub. Notice was mailed on July 24 to holders of record at the close of business on July 7, 2023, and the meeting will be held virtually. The filing states that stockholders wishing to exercise redemption rights must do so no later than 5:00 p.m. Eastern Time on August 10, 2023, following the procedures in the definitive proxy statement/prospectus. Why it matters: 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.
What changed: Announcement 425 — Athena Consumer Acquisition Corp.'s 8-K (Item 8.01) dated July 24, 2023 announcing, by press release, that it called a special meeting of stockholders for August 14, 2023 to approve the Next.e.GO business combination (Athena, Next.e.GO Mobile SE, TopCo Next.e.GO B.V. and Time is Now Merger Sub). Notice was mailed July 24, 2023 to holders of record as of the close of business on July 7, 2023; the meeting is virtual at cstproxy.com. Redemption elections are due by 5:00 p.m. ET on August 10, 2023. The release itself is Exhibit 99.1, unread. Why it matters: 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.
What changed: Promotional 425 — Athena Consumer Acquisition Corp. filed its own LinkedIn and Twitter posts, dated July 21, 2023, in connection with the proposed business combination with Next.e.GO Mobile SE and Dutch TopCo Next.e.GO B.V. (File No. 333-270504). The stored document contains only the cover legend, the numbered placeholders for the image posts and the standard 'Important Information / Participants in the Solicitation' boilerplate — the actual marketing copy is in graphics this text does not carry. It restates that TopCo filed a Form F-4 on March 13, 2023. Why it matters: No deal status changes here: social-media posts filed under Rule 425 are investor-relations activity, not disclosure. The one substantive fact restated is that the registration is a Form F-4 (not an S-4) filed March 13, 2023 and still only 'as amended' — not declared effective. Confidence is set low because the promotional claims sit in unread image exhibits; nothing in this filing should be read as a change to the deal's terms or timetable.(flagged for human review)
What changed: Item 1.01: Following the July 19, 2023 stockholder approval of a second extension allowing up to three further one-month extensions from July 22 to as late as October 22, 2023, Athena Consumer Acquisition's deadline date became August 22, 2023. The sponsor agreed to deposit $60,000 into the trust as a loan on July 20, 2023 and again one business day after each public announcement that the board has taken a further month. On July 20 Athena issued a Second Extension Note to the sponsor with principal of $180,000, bearing no interest and repayable on a business combination or liquidation. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.