UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 116, 2023

FTAC ATHENA ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40096		98-1566664
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, PA

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

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 to 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 ordinary share and one-fourth of one redeemable warrant	FTAAU	NASDAQ Capital Market
Class A ordinary shares, par value $0.0001 per share	FTAA	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one Class A ordinary share	FTAAW	NASDAQ Capital Market

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~January~~February 116, 2023, FTAC Athena Acquisition Corp. (the “Company”) ~~received~~issued ~~written~~a ~~notice~~press ~~(the~~release ~~“Notice”)~~announcing ~~from~~its ~~the~~decision ~~Listing~~to ~~Qualifications Department~~cancel ofits ~~The~~extraordinary ~~Nasdaq~~general ~~Stock~~meeting ~~Market LLC (“Nasdaq”) indicating that the Company is not~~ in ~~compliance~~lieu ~~with~~of ~~Nasdaq Listing Rule 5620(a) (~~the ~~“Listing Rule”), due to the Company’s failure to hold an~~ annual general meeting of its shareholders ~~for~~that ~~the~~was ~~fiscal year~~scheduled ~~ended~~for ~~December 31~~Wednesday, ~~2022. The Notice is only a notification of deficiency~~February 15, ~~not of imminent delisting~~2023, and ~~has~~to nowithdraw ~~current~~from ~~effect on~~consideration by the ~~listing~~shareholders ~~or trading~~ of the Company’s ~~securities on~~ the ~~Nasdaq~~proposals ~~Capital~~set ~~Market.~~forth ~~The~~in ~~Notice states that~~ the Company’s ~~has~~Definitive ~~until~~Proxy ~~February 27,~~Statement ~~2023~~on toSchedule ~~submit~~14A afiled ~~plan~~with the toSecurities ~~regain~~and ~~compliance~~Exchange ~~with~~Commission ~~the~~on ~~Listing~~January ~~Rule~~30, 2023.

~~The~~A ~~Company~~copy ~~has notified Nasdaq that the meeting~~ of ~~shareholders that it intends to hold in February 2023 to, among other things, amend its charter to extend~~ the ~~Company’s~~ ~~term,~~press ~~the~~release ~~preliminary proxy of which was filed by the Company on January 9, 2023,~~ is ~~intended~~attached ~~to serve~~ as ~~an Extraordinary~~Exhibit ~~General~~99.1 ~~Meeting in Lieu of an Annual General Meeting under Cayman Islands law, and is further intended~~ to ~~satisfy~~this ~~the~~Current ~~requirements~~Report ~~of the~~on ~~Listing~~Form ~~Rule~~8-K.

~~Forward~~Item ~~Looking~~9.01. Financial Statements and Exhibits.

~~This~~(d) Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedExhibits. Such forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results include, but are not limited to, those discussed under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition” in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

Disclaimer

Exhibit No.		Description
99.1		Press release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~This communication shall not constitute a solicitation of a proxy, an offer to sell or the solicitation of an offer to buy any securities.~~1

1SIGNATURE

~~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.

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.

Dated: February 6, 2023	FTAC ATHENA ACQUISITION CORP.

	By:	/s/ Amanda Abrams
	Name:	Amanda Abrams
	Title:	President and Chief Executive Officer

Dated: January 13, 2023	FTAC ATHENA ACQUISITION CORP.
	By:	/s/ Amanda Abrams
	Name:	Amanda Abrams
	Title:	President and Chief Executive Officer

Filing Compare · FTAC Athena Acquisition Corp.