ACAQ.WS / Athena Consumer Acquisition Co Redeemable warrants - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Athena Consumer Acquisition Co Redeemable warrants
US ˙ NYSE ˙ US04684M1146
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Athena Consumer Acquisition Co Redeemable warrants
SEC Filings (Chronological Order)
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February 22, 2024 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2024 SC 13G/A

US04684M2052 / Athena Consumer Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 egoxa121424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Next.e.GO N.V. f/k/a ATHENA CONSUMER ACQUISITION CORP. (Name of Issuer) Common Stock (Title of Class of Securities) N63018118 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of t

February 14, 2024 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / MOORE CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate b

January 10, 2024 SC 13G/A

ACAQ.U / Athena Consumer Acquisition Co Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant / Castle Creek Arbitrage, LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 athena12241sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M205 (CUSIP Number) December 31, 2023 (Date of Event Which Require

December 1, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40921 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as spe

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSU

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40921 CUSIP Number: 04684M 106 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 19, 2023 EX-4.2

Amendment to Amended and Restated Private Warrant Agreement, dated as of October 19, 2023, by and among Athena Consumer Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 4.2 AMENDMENT to AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT TO THE AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Trans

October 19, 2023 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40921 ATHENA CONSUMER ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40921 ATHENA CONSUMER ACQUISITION CORP. NYSE AMERICAN LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 44

October 19, 2023 EX-99.1

e.GO and Athena Consumer Acquisition Corp. Complete Business Combination

Exhibit 99.1 e.GO and Athena Consumer Acquisition Corp. Complete Business Combination AACHEN, GERMANY AND NEW YORK, NY – October 19, 2023 – Next.e.GO Mobile SE (“e.GO”) and Athena Consumer Acquisition Corp. (“Athena”) today announced the completion of their previously announced business combination (the “Business Combination”) among e.GO, Athena, Next.e.GO B.V., a wholly-owned subsidiary of e.GO t

October 19, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 19, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

October 19, 2023 EX-4.1

Amendment to Amended and Restated Public Warrant Agreement, dated as of October 19, 2023, by and among Athena Consumer Acquisition Corp. and Continental Stock Transfer & Trust Company.

Exhibit 4.1 AMENDMENT to AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS AMENDMENT TO THE AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfe

October 17, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 10, 2023 EX-99.1

Press Release.

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO EXTEND THE DATE BY WHICH ATHENA HAS TO CONSUMMATE A BUSINESS COMBINATION Special Meeting Scheduled for October 20, 2023 New York, NY, October 10, 2023 - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the “S

October 10, 2023 EX-99.1

ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO EXTEND THE DATE BY WHICH ATHENA HAS TO CONSUMMATE A BUSINESS COMBINATION Special Meeting Scheduled for October 20, 2023

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO EXTEND THE DATE BY WHICH ATHENA HAS TO CONSUMMATE A BUSINESS COMBINATION Special Meeting Scheduled for October 20, 2023 New York, NY, October 10, 2023 - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the “S

October 10, 2023 DEFA14A

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): October 10, 2023 ATHENA CONSUMER

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): October 10, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

October 10, 2023 8-K

Financial Statements and Exhibits, Other Events

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): October 10, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

October 6, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 5, 2023 EX-99.1

Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE Announce Continuation of Business Combination Close Process

Exhibit 99.1 Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE Announce Continuation of Business Combination Close Process AACHEN, GERMANY & NEW YORK – October 5, 2023 – Athena Consumer Acquisition Corp. (“Athena Consumer”) (NYSE American: ACAQ) announced today that the conditions to closing the business combination between Athena Consumer, Next.e.GO Mobile SE (“e.GO”), Next.e.GO B.V., a w

October 5, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 5, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

October 5, 2023 EX-99.1

Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE Announce Continuation of Business Combination Close Process

Exhibit 99.1 Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE Announce Continuation of Business Combination Close Process AACHEN, GERMANY & NEW YORK – October 5, 2023 – Athena Consumer Acquisition Corp. (“Athena Consumer”) (NYSE American: ACAQ) announced today that the conditions to closing the business combination between Athena Consumer, Next.e.GO Mobile SE (“e.GO”), Next.e.GO B.V., a w

October 5, 2023 425

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): October 5, 2023 ATHENA CONSUMER A

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): October 5, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

September 29, 2023 8-K

Submission of Matters to a Vote of Security Holders

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 29, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 27, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Intention to Voluntarily Delist from NYSE American LLC and Planned Listing by Post-Combination Company on Nasdaq Upon Consummation of its Pending Business Combination with Next.e.GO Mobile SE

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Intention to Voluntarily Delist from NYSE American LLC and Planned Listing by Post-Combination Company on Nasdaq Upon Consummation of its Pending Business Combination with Next.e.GO Mobile SE New York, NY, Sept. 26, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (the “Company”)(NYSE: ACAQ), a publicly traded special purpose acquis

September 27, 2023 EX-99.1

Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 29, 2023

Exhibit 99.1 Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 29, 2023 New York, NY, Sept. 27, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that Athena intends to convene and then adjourn, without conducting any business, (1) the special

September 27, 2023 425

Athena Consumer Acquisition Corp. Announces Intention to Voluntarily Delist from NYSE American LLC and Planned Listing by Post-Combination Company on Nasdaq Upon Consummation of its Pending Business Combination with Next.e.GO Mobile SE

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: September 26, 2023 Athena Consumer Acquisition Corp. Announces Intention to Voluntarily Delist from NYSE American LLC and Planned Listing by Post-Combi

September 27, 2023 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 26, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 27, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 27, 2023 425

Filed by Athena Consumer Acquisition Corp.

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: September 27, 2023 Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September

September 25, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 22, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 25, 2023 425

E.GO’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH ATHENA DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: September 25, 2023 E.GO’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH ATHENA DECLARED EFFECTIVE BY THE

September 25, 2023 EX-99.1

E.GO’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH ATHENA DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION

Exhibit 99.1 E.GO’S REGISTRATION STATEMENT ON FORM F-4 IN CONNECTION WITH ITS PROPOSED BUSINESS COMBINATION WITH ATHENA DECLARED EFFECTIVE BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AACHEN, Germany & NEW YORK (SEPTEMBER 25, 2023) – Next.e.GO Mobile SE (“e.GO”), an innovative producer of urban electric vehicles and Athena Consumer Acquisition Corp. (NYSE American: ACAQ) (“Athena”), a publicly-t

September 22, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

September 21, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination New York, NY, September 21, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business co

September 21, 2023 8-K

Financial Statements and Exhibits, Other Events

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) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 15, 2023 425

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 CONSUME

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) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 15, 2023 EX-99.1

Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 28, 2023

Exhibit 99.1 Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 28, 2023 New York, NY, Sept. 15, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that Athena intends to convene and then adjourn, without conducting any business, (1) the special

September 15, 2023 EX-99.1

Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 28, 2023

Exhibit 99.1 Athena Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 28, 2023 New York, NY, Sept. 15, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that Athena intends to convene and then adjourn, without conducting any business, (1) the special

September 12, 2023 EX-2.1

Fifth Amendment to Business Combination Agreement, dated as of September 8, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on September 8, 2023).

Exhibit 2.1 Fifth AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of September 8, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Compan

September 12, 2023 EX-2.2

Sixth Amendment to the Business Combination Agreement, dated as of September 11, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 2.2 Sixth AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of September 11, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Compa

September 12, 2023 EX-2.1

Fifth Amendment to the Business Combination Agreement, dated as of September 8, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 2.1 Fifth AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of September 8, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Compan

September 12, 2023 8-K

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 8, 2023 ATHENA CONSUMER

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 8, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

September 12, 2023 425

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 8, 2023 ATHENA CONSUMER

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 8, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

September 12, 2023 EX-2.2

Sixth Amendment to Business Combination Agreement, dated as of September 11, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on September 8, 2023).

Exhibit 2.2 Sixth AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of September 11, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Compa

September 1, 2023 EX-99.1

ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETINGS DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meetings Scheduled for September 21, 2023

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETINGS DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meetings Scheduled for September 21, 2023 New York, NY, September 1, 2023 - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the “Specia

September 1, 2023 425

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 1, 2023 ATHENA CONSUMER

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 1, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

September 1, 2023 8-K

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 1, 2023 ATHENA CONSUMER

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 1, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

September 1, 2023 EX-99.1

ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETINGS DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meetings Scheduled for September 21, 2023

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETINGS DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meetings Scheduled for September 21, 2023 New York, NY, September 1, 2023 - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the “Specia

August 28, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 25, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

August 28, 2023 425

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): August 25, 2023 ATHENA CONSUMER A

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): August 25, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

August 28, 2023 EX-2.1

Fourth Amendment to the Business Combination Agreement, dated as of August 25, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of August 25, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company

August 28, 2023 EX-2.1

Fourth Amendment to Business Combination Agreement, dated as of August 25, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on August 28, 2023).

Exhibit 2.1 FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of August 25, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company

August 21, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination New York, NY, August 21, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combi

August 21, 2023 8-K

Financial Statements and Exhibits, Other Events

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): August 18, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSUMER A

July 31, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Change of Date of Special Meeting of Stockholders

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Change of Date of Special Meeting of Stockholders New York, NY, July 31, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination (the “Business

July 31, 2023 425

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): July 31, 2023 ATHENA CONSUMER ACQ

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): July 31, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 31, 2023 8-K

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): July 31, 2023 ATHENA CONSUMER ACQ

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): July 31, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 31, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Change of Date of Special Meeting of Stockholders

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Change of Date of Special Meeting of Stockholders New York, NY, July 31, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination (the “Business

July 25, 2023 425

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): July 24, 2023 ATHENA CONSUMER ACQ

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): July 24, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 25, 2023 EX-99.1

ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meeting Scheduled for August 14, 2023

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meeting Scheduled for August 14, 2023 New York, NY, July 24, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the

July 25, 2023 8-K

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): July 24, 2023 ATHENA CONSUMER ACQ

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): July 24, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 25, 2023 EX-99.1

ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meeting Scheduled for August 14, 2023

Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. ANNOUNCES SPECIAL MEETING DATE TO APPROVE PROPOSED BUSINESS COMBINATION WITH NEXT.E.GO MOBILE SE Special Meeting Scheduled for August 14, 2023 New York, NY, July 24, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (“Athena”) (NYSE American: ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the special meeting of its stockholders (the

July 24, 2023 425

2

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: July 21, 2023 The following social media posts are being filed in connection with the proposed business combination of Athena Consumer Acquisition Corp

July 21, 2023 8-K

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): July 20, 2023 ATHENA CONSUMER ACQ

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): July 20, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 21, 2023 EX-10.1

Second Extension Promissory Note, dated as of July 20, 2023, between Athena Consumer Acquisition Corp. and Athena Consumer Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 21, 2023).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 19, 2023 425

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): July 18, 2023 ATHENA CONSUMER ACQ

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): July 18, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 19, 2023 8-K

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): July 18, 2023 ATHENA CONSUMER ACQ

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): July 18, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 19, 2023 EX-2.1

Third Amendment to Business Combination Agreement, dated as of July 18, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 19, 2023).

EXHIBIT 2.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of July 17, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, N

July 19, 2023 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Athena Consumer Acquisition Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA CONSUMER ACQUISITION CORP. Athena Consumer Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corporation is At

July 19, 2023 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Athena Consumer Acquisition Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA CONSUMER ACQUISITION CORP. Athena Consumer Acquisition Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the Corporation is At

July 19, 2023 EX-2.1

Third Amendment to the Business Combination Agreement, dated as of July 18, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

EXHIBIT 2.1 THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of July 17, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company, N

July 10, 2023 EX-10.1

Second Amended and Restated Working Capital Promissory Note, dated as of July 7, 2023, between Athena Consumer Acquisition Corp. and Athena Consumer Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 10, 2023).

Exhibit 10.1 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE A

July 10, 2023 8-K

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): July 7, 2023 ATHENA CONSUMER ACQU

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): July 7, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Com

July 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 7, 2023 425

Next.e.GO Mobile SE Secures $75 Million Financing Proceeds To Support Next.e.GO Mobile SE’s Production and Global Expansion

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: July 7, 2023 The following communication was published by Next.e.GO Mobile SE as a press release on July 7, 2023. Next.e.GO Mobile SE Secures $75 Milli

July 6, 2023 EX-10.1

Note Purchase Agreement and Guaranty Agreement, dated as of June 30, 2023, by and between Next.e.GO Mobile SE, Next.e.GO B.V., E.GO – The Urban Movement GmbH, Next.e.GO Sales & Services GmbH and Time Is Now Merger Sub, Inc. as guarantors, Echo IP Series 1 LLC as collateral agent, UMB Bank, N.A. as note administrative agent and certain note purchasers thereto represented by Western Asset Management Company as investment manager.

Exhibit 10.1 NOTE PURCHASE AND GUARANTY AGREEMENT Initial Notes: $75,000,000 Senior Secured Notes Due 2027 Delayed Draw Notes: $25,000,000 Senior Secured Notes Due 2027 NEXT.E.GO MOBILE SE as Issuer and the Guarantors party hereto from time to time as Guarantors and ECHO IP SERIES 1 LLC as Collateral Agent and UMB BANK, NATIONAL ASSOCIATION as Note Administrative Agent and the Note Purchasers from

July 6, 2023 EX-2.1

Second Amendment to Business Combination Agreement, dated as of June 29, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 6, 2023).

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of June 29, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company,

July 6, 2023 EX-2.1

Second Amendment to the Business Combination Agreement, dated as of June 29, 2023, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this “Amendment”), dated as of June 29, 2023, by and between Athena Consumer Acquisition Corp., a Delaware corporation (“SPAC”), and Next.e.GO Mobile SE, a European company incorporated in Germany (the “Company”), to that certain Business Combination Agreement, dated as of July 28, 2022, by and among SPAC, the Company,

July 6, 2023 425

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): June 29, 2023 ATHENA CONSUMER ACQ

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): June 29, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 6, 2023 8-K

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): June 29, 2023 ATHENA CONSUMER ACQ

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): June 29, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 6, 2023 EX-10.1

Note Purchase Agreement and Guaranty Agreement, dated as of June 30, 2023, by and between Next.e.GO Mobile SE, Next.e.GO B.V., E.GO – The Urban Movement GmbH, Next.e.GO Sales & Services GmbH and Time Is Now Merger Sub, Inc. as guarantors, Echo IP Series 1 LLC as collateral agent, UMB Bank, N.A. as note administrative agent and certain note purchasers thereto represented by Western Asset Management Company as investment manager.

Exhibit 10.1 NOTE PURCHASE AND GUARANTY AGREEMENT Initial Notes: $75,000,000 Senior Secured Notes Due 2027 Delayed Draw Notes: $25,000,000 Senior Secured Notes Due 2027 NEXT.E.GO MOBILE SE as Issuer and the Guarantors party hereto from time to time as Guarantors and ECHO IP SERIES 1 LLC as Collateral Agent and UMB BANK, NATIONAL ASSOCIATION as Note Administrative Agent and the Note Purchasers from

June 26, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 21, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Sixth Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Sixth Extension of Deadline to Complete Initial Business Combination New York, NY, June 21, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business c

June 21, 2023 8-K

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): June 20, 2023 ATHENA CONSUMER ACQ

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): June 20, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

May 22, 2023 EX-10.1

Amended and Restated Working Capital Promissory Note, dated as of May 19, 2023, between Athena Consumer Acquisition Corp. and Athena Consumer Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on May 22, 2023).

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS

May 22, 2023 8-K

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): May 19, 2023 ATHENA CONSUMER ACQU

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): May 19, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Com

May 22, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Fifth Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Fifth Extension of Deadline to Complete Initial Business Combination New York, NY, May 22, 2023 - Athena Consumer Acquisition Corp. (NYSE American: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “D

May 19, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSUMER

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40921 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 27, 2023 425

Transcript of e.GO x Athena Analyst / Investor Day Call Transcript April 27, 2023

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: April 27, 2023 Transcript of e.GO x Athena Analyst / Investor Day Call Transcript April 27, 2023 Caldwell Bailey – ICR Good morning, and welcome to the

April 26, 2023 425

2

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: April 26, 2023 The following communication was published by Next.e.GO Mobile SE as a press release on April 20, 2023 Next.e.GO Mobile SE, an Innovative

April 20, 2023 8-K

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): April 20, 2023 ATHENA CONSUMER AC

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): April 20, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (C

April 20, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Fourth Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Fourth Extension of Deadline to Complete Initial Business Combination New York, NY, April 20, 2023 - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “Deadlin

April 7, 2023 EX-99.1

In v e s t o r P r e s e n t a t i o n A p r i l 2 0 23 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE and its affiliates (collectively, “Next.e.GO”) own internal sources and estimates

Exhibit 99.1 In v e s t o r P r e s e n t a t i o n A p r i l 2 0 23 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE and its affiliates (collectively, “Next.e.GO”) own internal sources and estimates, information provided by 3rd parties and also from publicly available sources that have not been independently verified by Next.e.GO or

April 7, 2023 EX-99.1

In v e s t o r P r e s e n t a t i o n A p r i l 2 0 23 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE and its affiliates (collectively, “Next.e.GO”) own internal sources and estimates

Exhibit 99.1 In v e s t o r P r e s e n t a t i o n A p r i l 2 0 23 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE and its affiliates (collectively, “Next.e.GO”) own internal sources and estimates, information provided by 3rd parties and also from publicly available sources that have not been independently verified by Next.e.GO or

April 7, 2023 425

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): April 6, 2023 ATHENA CONSUMER ACQ

425 1 ea176648-8k425athena.htm CURRENT REPORT 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): April 6, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (Sta

April 7, 2023 8-K

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): April 6, 2023 ATHENA CONSUMER ACQ

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): April 6, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40921 ATHENA CONSUME

March 22, 2023 8-K

Financial Statements and Exhibits, Other Events

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): March 22, 2023 (March 20, 2023) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of

March 22, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Third Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Third Extension of Deadline to Complete Initial Business Combination New York, NY, March 22, 2023 - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “Deadline

March 14, 2023 425

e.GO Announces Public Filing of a Registration Statement on Form F-4 in Connection With Its Proposed Business Combination with Athena Consumer Acquisition Corp. (NYSE American: ACAQ)

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Next.e.GO B.V. Commission File No. 333-270504 Date: March 14, 2023 The following communication was published by Next.e.GO Mobile SE as a press release on March 13, 2023. e.GO Announces Public Filing of a

March 10, 2023 425

Transcript of e.GO Presentation UBS Energy Transition Conference Call March 7, 2023

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: March 10, 2023 Transcript of e.GO Presentation UBS Energy Transition Conference Call March 7, 2023 Ben: Good day, everyone, and welco

March 9, 2023 8-K

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): March 3, 2023 (March 9, 2023) ATH

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): March 3, 2023 (March 9, 2023) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of in

February 21, 2023 8-K

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): February 21, 2023 (February 17, 2

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): February 21, 2023 (February 17, 2023) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdicti

February 21, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Second Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Second Extension of Deadline to Complete Initial Business Combination New York, NY, Feb. 21, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combinati

February 21, 2023 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40921 Athena Consumer Acquisition Corp. New York Stock Exchange (Exact name of Issuer as specified in its

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D.

February 14, 2023 EX-99.A

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of Athena Consumer Acquisition Corp., dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to

February 14, 2023 EX-99.B

POWER OF ATTORNEY

EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make constitute and appoint each of James E. Kaye and James Danza, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive Officer of each of Moore Capital Management, LP and Moore C

February 14, 2023 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Consumer Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement)

February 14, 2023 SC 13G

ACAQ / Athena Consumer Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment

SC 13G 1 acaq.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Athena Consumer Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check th

February 14, 2023 SC 13G

ACAQ / Athena Consumer Acquisition Corp - Class A / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 acaq21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ATHENA CONSUMER ACQUISITION CORP. (Name of Issuer) Shares of Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing o

February 14, 2023 SC 13G

ACAQ / Athena Consumer Acquisition Corp - Class A / MOORE CAPITAL MANAGEMENT, LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr

February 14, 2023 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* ATHENA CONSUMER ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the “Shares”) (Title of Class of Secu

February 13, 2023 SC 13G/A

ACAQ.U / Athena Consumer Acquisition Co Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant / Castle Creek Arbitrage, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 athen210230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M205 (CUSIP Number) December 31, 2022 (Date of Event Which Requires

February 9, 2023 EX-99.1

Athena Consumer Acquisition Corp. to Transfer Listing To NYSE American

Exhibit 99.1 Athena Consumer Acquisition Corp. to Transfer Listing To NYSE American New York, NY, Feb. 09, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that it will transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). Athena received written confirmation that it has

February 9, 2023 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): February 9, 2023 (February 6, 2023) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction

February 9, 2023 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Consumer Acquisition Corp. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Consumer Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1178222 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 442 5th

January 30, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 30, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

January 25, 2023 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ATHENA CONSUMER ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to design

January 24, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Confirmation of the Sponsor’s Contribution to the Trust Account in Connection with First Deadline Extension

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Confirmation of the Sponsor’s Contribution to the Trust Account in Connection with First Deadline Extension New York, NY, Jan. 24, 2023 (GLOBE NEWSWIRE) - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that on January 23, 2023 its sponsor, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”), d

January 24, 2023 8-K

Other Events, Financial Statements and Exhibits

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): January 24, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

January 17, 2023 EX-10.2

Working Capital Promissory Note, dated as of January 17, 2023, between Athena Consumer Acquisition Corp. and Athena Consumer Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on January 17, 2023).

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

January 17, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 17, 2023 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

January 17, 2023 EX-10.1

Extension Promissory Note, dated as of January 17, 2023, between Athena Consumer Acquisition Corp. and Athena Consumer Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on January 17, 2023).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

January 17, 2023 EX-99.1

Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Extension of Deadline to Complete Initial Business Combination New York, NY, January 17, 2023 - Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena”), announced today that its board of directors (the “Board”) has decided to extend the date by which Athena must consummate an initial business combination (the “Deadline Dat

December 22, 2022 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Athena Consumer Acquisition Corp.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA CONSUMER ACQUISITION CORP. December 21, 2022 Athena Consumer Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The

December 22, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 21, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 19, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction

December 19, 2022 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction

December 19, 2022 EX-99.1

Athena Consumer Acquisition Corp. Announces Contributions to Trust Account in Connection with Proposed Extension Amendment

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Contributions to Trust Account in Connection with Proposed Extension Amendment * This press release is reissued solely to correct a typographical error in the monthly contribution amount to be placed in the trust account which should read ?$0.055 per public share? instead of ?$0.55 per public share.? New York, NY, Dec. 16, 2022 (GLOBE NEWSWI

December 19, 2022 EX-99.1

Press Release, dated December 16, 2022.

EX-99.1 2 ea170395ex99-1athenacos.htm PRESS RELEASE, DATED DECEMBER 16, 2022 Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Contributions to Trust Account in Connection with Proposed Extension Amendment * This press release is reissued solely to correct a typographical error in the monthly contribution amount to be placed in the trust account which should read “$0.055 per public share” i

December 16, 2022 EX-99.1

Press Release, dated December 15, 2022

EX-99.1 2 ea170281-8kex99iathena.htm PRESS RELEASE Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Intent to Adjourn Special Meeting to Approve Extension Amendment Proposal New York, NY, December 15, 2022 – Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (the “Company”), announced today that it intends to adjourn, without conducting any business, the special meeting of its

December 16, 2022 EX-99.1

Athena Consumer Acquisition Corp. Announces Intent to Adjourn Special Meeting to Approve Extension Amendment Proposal

EX-99.1 2 ea170281-8kex99iathena.htm PRESS RELEASE Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Intent to Adjourn Special Meeting to Approve Extension Amendment Proposal New York, NY, December 15, 2022 – Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (the “Company”), announced today that it intends to adjourn, without conducting any business, the special meeting of its

December 16, 2022 8-K

Financial Statements and Exhibits, Other Events

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): December 15, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 16, 2022 EX-99.1

Press Release, dated December 16, 2022.

EX-99.1 2 ea170365ex99-1athenacos.htm PRESS RELEASE, DATED DECEMBER 16, 2022. Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Contributions to Trust Account In Connection With Proposed Extension Amendment New York, NY, December 16, 2022 – Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena” or the “Company”), announced today that, in connection with the previously ann

December 16, 2022 DEFA14A

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): December 15, 2022 ATHENA CONSUMER

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): December 15, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 16, 2022 DEFA14A

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): December 16, 2022 ATHENA CONSUMER

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): December 16, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 16, 2022 8-K

Financial Statements and Exhibits, Other Events

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): December 16, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 16, 2022 EX-99.1

Athena Consumer Acquisition Corp. Announces Contributions to Trust Account In Connection With Proposed Extension Amendment

EX-99.1 2 ea170365ex99-1athenacos.htm PRESS RELEASE, DATED DECEMBER 16, 2022. Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Contributions to Trust Account In Connection With Proposed Extension Amendment New York, NY, December 16, 2022 – Athena Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS) (“Athena” or the “Company”), announced today that, in connection with the previously ann

December 16, 2022 425

Transcript of e.GO-Canaccord Genuity Analyst Hosted Conference Call December 15, 2022

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: December 16, 2022 Transcript of e.GO-Canaccord Genuity Analyst Hosted Conference Call December 15, 2022 George Gianarikas: Hi everyon

November 30, 2022 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

DEFR14A 1 defr14a1122athena.htm DEFINITIVE REVISED PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

November 23, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

November 22, 2022 CORRESP

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November 22, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.

November 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSU

November 14, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea168367-nt10qathena.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40921 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Fo

November 14, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

October 19, 2022 425

Filed by Athena Consumer Acquisition Corp.

425 1 ea167313-425athenaconsumer.htm FORM 425 Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: October 19, 2022 The following social media post is being filed in connection with the

October 5, 2022 EX-10.1

Forward Purchase Agreement, dated September 29, 2022, by and among Athena Consumer Acquisition Corp., Next.e.GO B.V., Next.e.GO Mobile SE and Vellar Opportunity Fund SPV LLC – Series 3.

Exhibit 10.1 Date: September 29, 2022 To: Athena Consumer Acquisition Corp., a Delaware corporation (?Athena?), Next.e.GO B.V., a Dutch private limited liability company, and following closing of the Business Combination, a public limited liability company (N.V.) (?TopCo?), and Next.e.GO Mobile SE, a European company (Societas Europaea) existing under the laws of the European Union and the Federal

October 5, 2022 425

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 29, 2022 ATHENA CONSUME

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 29, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

October 5, 2022 EX-10.1

Forward Purchase Agreement, dated as of September 29, 2022, by and among Athena Consumer Acquisition Corp., Next.e.GO B.V., Next.e.GO Mobile SE and Vellar Opportunity Fund SPV LLC – Series 3 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on October 5, 2022).

Exhibit 10.1 Date: September 29, 2022 To: Athena Consumer Acquisition Corp., a Delaware corporation (?Athena?), Next.e.GO B.V., a Dutch private limited liability company, and following closing of the Business Combination, a public limited liability company (N.V.) (?TopCo?), and Next.e.GO Mobile SE, a European company (Societas Europaea) existing under the laws of the European Union and the Federal

October 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

October 3, 2022 EX-2.1

First Amendment to Business Combination Agreement, dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this ?Amendment?), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (?SPAC?), and Next.e.GO Mobile SE, a German company (the ?Company?), to that certain Business Combination Agreement, dated as of July 28, 2022 (the ?Agreement?), by and among SPAC, the Company, Next

October 3, 2022 EX-10.1

First Amendment to Sponsor Letter Agreement, dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 10.1 FIRST AMENDMENT TO Sponsor Letter AGREEMENT This amendment (this ?Amendment?), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (?Athena?), and Next.e.GO Mobile SE, a German company (the ?Company?), to that certain Sponsor Letter Agreement, dated as of July 28, 2022 (the ?Sponsor Letter Agreement?), by and among Athena Consumer A

October 3, 2022 EX-2.1

First Amendment to Business Combination Agreement, dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE.

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This amendment (this ?Amendment?), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (?SPAC?), and Next.e.GO Mobile SE, a German company (the ?Company?), to that certain Business Combination Agreement, dated as of July 28, 2022 (the ?Agreement?), by and among SPAC, the Company, Next

October 3, 2022 EX-10.1

First Amendment to Sponsor Letter Agreement, dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on October 3, 2022).

Exhibit 10.1 FIRST AMENDMENT TO Sponsor Letter AGREEMENT This amendment (this ?Amendment?), dated as of September 29, 2022, by and between Athena Consumer Acquisition Corp., a Delaware corporation (?Athena?), and Next.e.GO Mobile SE, a German company (the ?Company?), to that certain Sponsor Letter Agreement, dated as of July 28, 2022 (the ?Sponsor Letter Agreement?), by and among Athena Consumer A

October 3, 2022 425

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 29, 2022 ATHENA CONSUME

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 29, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

October 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation

September 8, 2022 425

Transcript of e.GO Presentation at Cowen & Co. 15th Annual Global Transportation & Sustainable Mobility Conference September 7, 2022

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: September 8, 2022 Transcript of e.GO Presentation at Cowen & Co. 15th Annual Global Transportation & Sustainable Mobility Conference

August 15, 2022 EX-99.1

e.GO, an Innovative Producer of Urban Electric Vehicles, Announces Agreement to Build New MicroFactory in the Republic of North Macedonia

EX-99.1 2 ea164418ex99-1athena.htm PRESS RELEASE, DATED AUGUST 15, 2022. Exhibit 99.1 e.GO, an Innovative Producer of Urban Electric Vehicles, Announces Agreement to Build New MicroFactory in the Republic of North Macedonia - Project expected to further e.GO’s decentralized growth strategy, leveraging the Company’s disruptive production system and game-changing approach to manufacturing - Once in

August 15, 2022 EX-99.1

e.GO, an Innovative Producer of Urban Electric Vehicles, Announces Agreement to Build New MicroFactory in the Republic of North Macedonia

EX-99.1 2 ea164418ex99-1athena.htm PRESS RELEASE, DATED AUGUST 15, 2022. Exhibit 99.1 e.GO, an Innovative Producer of Urban Electric Vehicles, Announces Agreement to Build New MicroFactory in the Republic of North Macedonia - Project expected to further e.GO’s decentralized growth strategy, leveraging the Company’s disruptive production system and game-changing approach to manufacturing - Once in

August 15, 2022 425

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): August 15, 2022 ATHENA CONSUMER A

425 1 ea164418-8k425athena.htm CURRENT REPORT 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): August 15, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (S

August 15, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 15, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSUMER A

July 29, 2022 425

Filed by Athena Consumer Acquisition Corp.

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: July 29, 2022 Isabelle Friedheim, Chairman of Athena Consumer Acquisition Corp., had an interview with Bloomberg TV on July 28, 2022.

July 29, 2022 425

2

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: July 29, 2022 The following communication was made by Isabelle Friedheim, Chairman of Athena Consumer Acquisition Corp., on LinkedIn

July 28, 2022 EX-10.3

Form of Shareholder Lock-Up Agreement

Exhibit 10.3 [?], 2022 LOCK-UP AGREEMENT Next.e.GO B.V. Lilienthalstra?e 1 52068 Aachen, Germany Re: Lock-Up Agreement Ladies and Gentlemen: This lock-up agreement (this ?Lock-Up Agreement?), dated as of the date first written above and by and among Next.e.GO B.V., a Dutch private limited liability company (?TopCo?) and the undersigned (the ?Securityholder?, which may include certain holders of co

July 28, 2022 EX-2.1

Business Combination Agreement, dated as of July 28, 2022, by and among Athena Consumer Acquisition Corp., Next.e.GO Mobile SE, Next.e.GO B.V. and Time is Now Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 28, 2022).

Exhibit 2.1 Execution Version Business Combination Agreement by and among Athena Consumer Acquisition Corp. as SPAC Next.e.GO Mobile SE as Company Next.e.GO B.V. as TopCo and Time is Now Merger Sub, Inc. as Merger Sub Dated July 28, 2022 Table of Contents Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Ad

July 28, 2022 EX-99.3

e.GO Business Combination with Athena Consumer Acquisition Corp. Investor Conference Call Transcript July 28, 2022

Exhibit 99.3 e.GO Business Combination with Athena Consumer Acquisition Corp. Investor Conference Call Transcript July 28, 2022 Operator Good morning, and welcome to the investor conference call relating to the proposed business combination between Next.e.GO Mobile SE, or e.GO, and Athena Consumer Acquisition Corp., or Athena. I would like to first remind everyone that this call may contain forwar

July 28, 2022 EX-10.2

Form of Lender Undertaking

EX-10.2 4 ea163401ex10-2athenacon.htm FORM OF LENDER UNDERTAKING Exhibit 10.2 Confidential LENDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Lender Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation (the “Agreement”) by and be

July 28, 2022 EX-99.1

Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp. Combined Company Expected to be Listed on New York Stock Exchange

Exhibit 99.1 Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp. Combined Company Expected to be Listed on New York Stock Exchange ? Next.e.GO Mobile SE (?e.GO? or the ?Company?), the in-production German electric vehicle producer, utilizes disruptive approaches to vehicle design, manufacturing and services to produce urban vehicles with a focus on affordability, conven

July 28, 2022 EX-99.2

INVESTOR PRESENTATION e. GO – J u l y 2 022 Disclaim er - 1 of 3 2 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE‘ and its affiliates' (collectively, “Next.e.GO”) own internal sources

Exhibit 99.2 INVESTOR PRESENTATION e. GO ? J u l y 2 022 Disclaim er - 1 of 3 2 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE? and its affiliates' (collectively, ?Next.e.GO?) own internal sources and estimates, information provided by 3 rd parties and also from publicly available sources that have not been independently verified by

July 28, 2022 EX-10.2

Form of Lender Undertaking

Exhibit 10.2 Confidential LENDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Lender Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation (the ?Agreement?) by and between (1) Next.e.GO Mobile SE, a European Company (Societas Europ

July 28, 2022 EX-99.1

Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp. Combined Company Expected to be Listed on New York Stock Exchange

Exhibit 99.1 Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp. Combined Company Expected to be Listed on New York Stock Exchange ? Next.e.GO Mobile SE (?e.GO? or the ?Company?), the in-production German electric vehicle producer, utilizes disruptive approaches to vehicle design, manufacturing and services to produce urban vehicles with a focus on affordability, conven

July 28, 2022 EX-10.3

Form of Shareholder Lock-Up Agreement

Exhibit 10.3 [?], 2022 LOCK-UP AGREEMENT Next.e.GO B.V. Lilienthalstra?e 1 52068 Aachen, Germany Re: Lock-Up Agreement Ladies and Gentlemen: This lock-up agreement (this ?Lock-Up Agreement?), dated as of the date first written above and by and among Next.e.GO B.V., a Dutch private limited liability company (?TopCo?) and the undersigned (the ?Securityholder?, which may include certain holders of co

July 28, 2022 EX-10.1

Form of Shareholder Undertaking

Exhibit 10.1 Confidential SHAREHOLDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Shareholder Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation (the ?Agreement?) by and between (1) Next.e.GO Mobile SE, a European Company (Soci

July 28, 2022 EX-10.4

Sponsor Letter Agreement, dated as of July 28, 2022, by and among Athena Consumer Acquisition Corp., Athena Consumer Acquisition Sponsor LLC, Next.e.GO Mobile SE, Next.e.GO B.V. and certain individuals party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on July 28, 2022).

Exhibit 10.4 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of July 28, 2022, is made by and among Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Athena Consumer Acquisition Corp., a Delaware corporation (?Athena?), Next.e.GO Mobile SE, a European public company (Societas Europae) (the ?Company?) and Next.e.GO B.V

July 28, 2022 EX-99.3

e.GO Business Combination with Athena Consumer Acquisition Corp. Investor Conference Call Transcript July 28, 2022

EX-99.3 9 ea163401ex99-3athenacon.htm TRANSCRIPT OF JOINT CONFERENCE CALL, DATED JULY 28, 2022 Exhibit 99.3 e.GO Business Combination with Athena Consumer Acquisition Corp. Investor Conference Call Transcript July 28, 2022 Operator Good morning, and welcome to the investor conference call relating to the proposed business combination between Next.e.GO Mobile SE, or e.GO, and Athena Consumer Acquis

July 28, 2022 EX-10.4

Sponsor Letter Agreement, dated as of July 28, 2022, by and among Athena Consumer Acquisition Corp., Athena Consumer Acquisition Sponsor LLC, Next.e.GO Mobile SE, Next.e.GO B.V. and certain individuals party thereto

EX-10.4 6 ea163401ex10-4athenacon.htm SPONSOR LETTER AGREEMENT Exhibit 10.4 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of July 28, 2022, is made by and among Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), Next.e.GO Mobile SE, a European publ

July 28, 2022 EX-99.2

INVESTOR PRESENTATION e. GO – J u l y 2 022 Disclaim er - 1 of 3 2 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE‘ and its affiliates' (collectively, “Next.e.GO”) own internal sources

Exhibit 99.2 INVESTOR PRESENTATION e. GO ? J u l y 2 022 Disclaim er - 1 of 3 2 The views and statements provided in this Presentation are based on information derived from Next.e.GO Mobile SE? and its affiliates' (collectively, ?Next.e.GO?) own internal sources and estimates, information provided by 3 rd parties and also from publicly available sources that have not been independently verified by

July 28, 2022 425

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): July 28, 2022 ATHENA CONSUMER ACQ

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): July 28, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 28, 2022 425

Filed by Athena Consumer Acquisition Corp.

Filed by Athena Consumer Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Athena Consumer Acquisition Corp. Commission File No. 001-40921 Date: July 28, 2022 The following communication was made by the e.GO Mobile LinkedIn page on July 28, 2022. The following communication was

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): July 28, 2022 ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation) (Co

July 28, 2022 EX-10.1

Form of Shareholder Undertaking

Exhibit 10.1 Confidential SHAREHOLDER UNDERTAKING relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation Shareholder Undertaking relating to the Business Combination of Next.e.GO Mobile SE, Aachen, Germany with Athena Consumer Acquisition Corporation (the ?Agreement?) by and between (1) Next.e.GO Mobile SE, a European Company (Soci

July 28, 2022 EX-2.1

Business Combination Agreement, dated as of July 28, 2022, by and among Athena Consumer Acquisition Corp., Next.e.GO Mobile SE, Next.e.GO B.V. and Time is Now Merger Sub, Inc.

Exhibit 2.1 Execution Version Business Combination Agreement by and among Athena Consumer Acquisition Corp. as SPAC Next.e.GO Mobile SE as Company Next.e.GO B.V. as TopCo and Time is Now Merger Sub, Inc. as Merger Sub Dated July 28, 2022 Table of Contents Page Article I Certain Definitions 3 Section 1.01 Definitions 3 Section 1.02 Construction 18 Section 1.03 Knowledge 19 Section 1.04 Equitable Ad

May 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSUMER

May 6, 2022 SC 13G

ACAQ / Athena Consumer Acquisition Corp - Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 04684M106 (CUSIP Number) April 28, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

March 24, 2022 EX-4.5

Amended and Restated Private Warrant Agreement, dated March 24, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.5 AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 24, 2022 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of March 24, 2022, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust C

March 24, 2022 EX-4.6

Description of Securities.

Exhibit 4.6 DESCRIPTION OF SECURITIES The following description of Athena Consumer Acquisition Corp.?s (the ?Company,? ?we? or ?us?) securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company?s amended and restated certificate of incorporation, which is incorporated by reference as an exhibit to the Annual Report on Form

March 24, 2022 EX-4.4

Amended and Restated Public Warrant Agreement, dated March 24, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.4 AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of March 24, 2022 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?), dated as of March 24, 2022, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Co

March 24, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40921 ATHENA CONSUME

February 14, 2022 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / CITADEL ADVISORS LLC - ATHENA CONSUMER ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Athena Consumer Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Secu

February 11, 2022 SC 13G

US04684M2052 / Athena Consumer Acquisition Corp. / Shaolin Capital Management LLC - SC 13G ACAQ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Athena Consumer Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 04684M205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 11, 2022 SC 13G/A

US04684M2052 / Athena Consumer Acquisition Corp. / Shaolin Capital Management LLC - SC 13G/A ACAQ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Athena Consumer Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 04684M205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 11, 2022 SC 13G

US04684M2052 / Athena Consumer Acquisition Corp. / Castle Creek Arbitrage, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M205 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo

February 3, 2022 SC 13G/A

ACAQ / Athena Consumer Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ATHENA CONSUMER ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design

January 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 4, 2022 (January 3, 2022) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction o

December 10, 2021 SC 13G

ACAQ / Athena Consumer Acquisition Corp - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - ATHENA CONSUMER ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 04684M106 (CUSIP Number) December 2, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

December 10, 2021 8-K

Financial Statements and Exhibits, Other Events

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): December 10, 2021 ATHENA CONSUMER ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40921 87-1178222 (State or other jurisdiction of incorporation)

December 10, 2021 EX-99.1

Athena Consumer Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants

Exhibit 99.1 Athena Consumer Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants New York, NY, Dec. 09, 2021 ? Athena Consumer Acquisition Corp. (NYSE: ACAQ.U ) (the ?Company?) announced today that, commencing December 10, 2021, holders of the 23,000,000 units sold in the Company?s initial public offering may elect to separately trade the Company?s Class A com

December 2, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40921 ATHENA CONSU

November 1, 2021 SC 13D

ACAQ / Athena Consumer Acquisition Corp - Class A / Athena Consumer Acquisition Sponsor LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04684M 106 (CUSIP Number) Athena Consumer Acquisition Sponsor LLC 442 5th Avenue New York, NY 10018 (970) 925-1572 (Name, A

November 1, 2021 EX-99

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

November 1, 2021 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Athena Consumer Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behal

November 1, 2021 SC 13G

CITADEL ADVISORS LLC - ATHENA CONSUMER ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Athena Consumer Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 04684M20

October 28, 2021 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 28, 2021 (October 22, 2021) Athena Consumer Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40921 87-1178222 (State or other jurisdiction

October 28, 2021 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 2 ea149447ex99-1athena.htm AUDITED BALANCE SHEET AS OF OCTOBER 22, 2021 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Athena Consumer Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Athena Consumer Acquisition Corp. (the “Company”) as of October 22, 2021, and the rela

October 25, 2021 EX-10.4

Private Placement Units Purchase Agreement by and between the Company and Athena Consumer Acquisition Sponsor LLC, dated as of October 19, 2021 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-40921, filed with the Securities and Exchange Commission on October 25, 2021).

Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this ?Agreement?) is made as of the 19th day of October, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the ?Subscriber?). WHEREAS, the Company desires to sell to

October 25, 2021 EX-4.2

Private Warrant Agreement, dated October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.2 5 ea149281ex4-2athena.htm PRIVATE WARRANT AGREEMENT, DATED OCTOBER 19, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT Exhibit 4.2 FORM OF PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 19, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of Octob

October 25, 2021 EX-99.1

Athena Consumer Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

EX-99.1 12 ea149281ex99-1athena.htm PRESS RELEASE, DATED OCTOBER 19, 2021 Exhibit 99.1 Athena Consumer Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering New York, NY, Oct. 19, 2021 (GLOBE NEWSWIRE) – Athena Consumer Acquisition Corp. (“Athena Consumer” or the “Company”), a newly incorporated blank check company, today announced the pricing of its initial public offering o

October 25, 2021 EX-10.5

Administrative Service Agreement by and between the Company and Athena Consumer Acquisition Sponsor LLC, dated as of October 19, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-40921, filed with the Securities and Exchange Commission on October 25, 2021).

Exhibit 10.5 Athena Consumer Acquisition Corp. 442 5th Avenue New York, NY 10018 October 19, 2021 Athena Consumer Acquisition Sponsor LLC 442 5th Avenue New York, NY 10018 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Athena Consumer Acquisition Corp. (the ?Company?) and Athena Consumer Acquisition Sponsor LLC (?Provider?), dated as of the date her

October 25, 2021 EX-10.6

Form of Indemnity Agreement

EX-10.6 11 ea149281ex10-6athena.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 19, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporat

October 25, 2021 EX-1.1

Underwriting Agreement, dated October 19, 2021, by and between the Citigroup Global Markets Inc., as representative of the several underwriters. (1)

EX-1.1 2 ea149281ex1-1athena.htm UNDERWRITING AGREEMENT, DATED OCTOBER 19, 2021, BY AND BETWEEN THE COMPANY AND CITIGROUP GLOBAL MARKETS INC., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS Exhibit 1.1 Execution Version Athena Consumer Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York October 19, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 1

October 25, 2021 EX-3.1

Amended and Restated Certificate of Incorporation, filed on October 19, 2021.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA CONSUMER ACQUISITION CORP. October 19, 2021 Athena Consumer Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Athena Consumer Acquisition Corp.? The original certificate of incorporation was fil

October 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 25, 2021 (October 19, 2021) ATHENA CONSUMER ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40921 87-1178222 (State or other jurisdiction

October 25, 2021 EX-4.1

Public Warrant Agreement, dated October 19, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 FORM OF PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 19, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 19, 2021, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York Limited Purp

October 25, 2021 EX-10.3

Registration Rights Agreement, dated October 19, 2021, by and among the Company and Athena Consumer Acquisition Sponsor LLC.

EX-10.3 8 ea149281ex10-3athena.htm REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 19, 2021, BY AND AMONG THE COMPANY AND ATHENA CONSUMER ACQUISITION SPONSOR LLC Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 19, 2021, is made and entered into by and among Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”),

October 25, 2021 EX-10.2

Investment Management Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, dated as of October 19, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40921), filed with the Securities and Exchange Commission on October 25, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 19, 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No.

October 25, 2021 EX-10.1

Letter Agreement among the Company, its officers, its directors and Athena Consumer Acquisition Sponsor LLC, dated as of October 19, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40921, filed with the Securities and Exchange Commission on October 25, 2021)

EX-10.1 6 ea149281ex10-1athena.htm LETTER AGREEMENT, DATED OCTOBER 19, 2021, BY AND AMONG THE COMPANY, ITS OFFICERS, ITS DIRECTORS AND ATHENA CONSUMER ACQUISITION SPONSOR LLC Exhibit 10.1 October 19, 2021 Athena Consumer Acquisition Corp. 442 5th Avenue Manhattan, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordanc

October 25, 2021 EX-99.2

Athena Consumer Acquisition Corp. Announces Closing of $230 Million Initial Public Offering Including Full Exercise of the Over-Allotment Option

Exhibit 99.2 Athena Consumer Acquisition Corp. Announces Closing of $230 Million Initial Public Offering Including Full Exercise of the Over-Allotment Option New York, NY, Oct. 22, 2021 (GLOBE NEWSWIRE) ? Athena Consumer Acquisition Corp. (?Athena Consumer? or the ?Company?), a newly incorporated blank check company, today announced the closing of its initial public offering of 23,000,000 units at

October 21, 2021 424B4

P R O S P E C T U S

P R O S P E C T U S Filed Pursuant to Rule 424(b)(4) Registration No. 333-258050 $200,000,000 Athena Consumer Acquisition Corp. 20,000,000 Units Athena Consumer Acquisition Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer

October 18, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Consumer Acquisition Corp. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Athena Consumer Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-1178222 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 442 5th

October 15, 2021 CORRESP

[Signature page follows]

CORRESP 1 filename1.htm October 15, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye RE: Athena Consumer Acquisition Corp. Registration Statement on Form S-1, as amended Filed October 8, 2021 File No. 333-258050 Request for Acceleration Ladies and Gentlemen: Pur

October 15, 2021 CORRESP

Athena Consumer Acquisition Corp. 442 5th Avenue New York, NY 10018 October 15, 2021

CORRESP 1 filename1.htm Athena Consumer Acquisition Corp. 442 5th Avenue New York, NY 10018 October 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Athena Consumer Acquisition Corp. Registration Statement on Form S-1, as amended Filed October 8, 20

October 12, 2021 EX-10.5

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021).

EX-10.5 14 ea148453ex10-5athena.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offi

October 12, 2021 EX-4.2

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021).

EX-4.2 5 ea148453ex4-2athena.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 04684M 106 ATHENA CONSUMER ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that [-] is the owner of [-] FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON

October 12, 2021 EX-10.2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [-], 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-25

October 12, 2021 EX-4.4

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

October 12, 2021 EX-4.5

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.5 FORM OF PRIVATE WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust com

October 12, 2021 EX-4.3

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021).

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ATHENA CONSUMER ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 04684M 114 Warrant Certificate This Warrant Certificate certifies that [], or registered

October 12, 2021 EX-4.1

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 04684M 205 ATHENA CONSUMER ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT [-] is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock,

October 12, 2021 EX-3.2

Form of Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHENA CONSUMER ACQUISITION CORP. [-], 2021 Athena Consumer Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Athena Consumer Acquisition Corp.” The original certificate of incorporation was filed with

October 12, 2021 EX-10.4

Form of Private Placement Units Purchase Agreement between the Registrant and Athena Consumer Acquisition Sponsor LLC

EX-10.4 13 ea148453ex10-4athena.htm FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND ATHENA CONSUMER ACQUISITION SPONSOR LLC Exhibit 10.4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ], 2021, by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and

October 12, 2021 EX-99.1

Form of Audit Committee Charter

EX-99.1 17 ea148453ex99-1athena.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 ATHENA CONSUMER ACQUISITION CORP. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to ove

October 12, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on October 8, 2021.

As filed with the U.S. Securities and Exchange Commission on October 8, 2021. Registration No. 333-258050 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Athena Consumer Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-1178222 (State or other jurisdic

October 12, 2021 EX-1.1

Form of Underwriting Agreement

Exhibit 1.1 Athena Consumer Acquisition Corp. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York [●], 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue

October 12, 2021 EX-14

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14 of the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021).

Exhibit 14 Athena Consumer Acquisition Corp. Code of Business Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisdiction

October 12, 2021 EX-10.8

Form of Administrative Services Agreement between the Registrant and Athena Consumer Acquisition Sponsor LLC

Exhibit 10.8 Athena Consumer Acquisition Corp. 442 5th Avenue New York, NY 10018 [●], 2021 Athena Consumer Acquisition Sponsor LLC 442 5th Avenue New York, NY 10018 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Athena Consumer Acquisition Corp. (the “Company”) and Athena Consumer Acquisition Sponsor LLC (“Provider”), dated as of the date hereof, wi

October 12, 2021 EX-99.3

Form of Nominations and Corporate Governance Committee Charter

Exhibit 99.3 ATHENA CONSUMER ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. PURPOSES The Nominating and Corporate Governance Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), to: (i) identify and screen individuals qualified to serve as directors and recommend to

October 12, 2021 EX-99.2

Form of Compensation Committee Charter

Exhibit 99.2 ATHENA CONSUMER ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the ?Committee?) of the Board of Directors of Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), shall have responsibility for the compensation of the Company?s executive officers, including the Company?s Chief Executive Officers (the ?CEO?), and for incentiv

October 12, 2021 EX-10.3

Form of Registration Rights Agreement among the Registrant, Athena Consumer Acquisition Sponsor LLC and the Holders signatory thereto

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [-], 2021, is made and entered into by and among Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), Athena Consumer Acquisition Sponsor LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signature page hereto under ?H

October 12, 2021 EX-10.1

Form of Letter Agreement among the Registrant, Athena Consumer Acquisition Sponsor LLC and each of the executive officers and directors of the Registrant

Exhibit 10.1 [-], 2021 Athena Consumer Acquisition Corp. 442 5th Avenue Manhattan, NY 10018 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Citigroup

October 1, 2021 CORRESP

Athena Consumer Acquisition Corp 442 5th Avenue New York, NY 10018

Athena Consumer Acquisition Corp 442 5th Avenue New York, NY 10018 VIA EDGAR October 1, 2021 U.

October 1, 2021 S-1/A

Power of Attorney (included on signature page)

S-1/A 1 fs12021a1athena.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on October 1, 2021. Registration No. 333-258050 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Athena Consumer Acquisition Corp. (Exact name of registrant as specified in its charter

July 20, 2021 EX-4.4

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF PUBLIC WARRANT AGREEMENT between ATHENA CONSUMER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agen

July 20, 2021 EX-3.3

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-258050), filed with the Securities and Exchange Commission on October 8, 2021)

Exhibit 3.3 BY-LAWS OF ATHENA CONSUMER ACQUISITION CORP. Adopted as of June 4, 2021 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of Athena Consumer Acquisition Corp. (the ?Corporation?) will be fixed in the certificate of incorporation of the Corporation, as may be amended or restated from time to time (the ?Certificate of Incorporation?). Section 1.02 Other Offices. The

July 20, 2021 EX-3.1

Certificate of Incorporation

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?ATHENA CONSUMER ACQUISITION CORP.?, FILED IN THIS OFFICE ON THE FOURTH DAY OF JUNE, A.D. 2021, AT 11:57 O`CLOCK A.M. 5972974 8100 SR# 20212355119 Authentication: 203366556 Date: 06-04-21 You

July 20, 2021 EX-99.4

Consent of Doris Robinson

EX-99.4 9 fs12021ex99-4athena.htm CONSENT OF DORIS ROBINSON Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Athena Consumer Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, t

July 20, 2021 EX-10.6

Promissory Note issued to Athena Consumer Acquisition Sponsor LLC.

Exhibit 10.6 THE OFFER AND SALE OF THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AN

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