Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 21, 2022, Athena Consumer Acquisition Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the proposed amendment, the "Charter Amendment") to provide the Company with the right to extend the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a "business combination") up to six times for an additional one month each time, from January 22, 2023 (the date which is 15 months from the closing date of the Company's initial public offering (the "IPO") of units) to up to July 22, 2023 (the date which is 21 months from the closing date of the IPO) (the "Extension Amendment Proposal").

The Company's stockholders voted on and approved the Extension Amendment Proposal at the Special Meeting. A detailed description of the Extension Amendment Proposal is included in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on November 23, 2022, and mailed to the Company's stockholders on or about the same date (as supplemented by that certain amendment to the definitive proxy statement, dated as of November 30, 2022, the "Proxy Statement"). The final vote tabulation for the Extension Amendment Proposal is set forth below.





   For       Against   Abstain
28,337,304   30,446    301,451

A total of 20,951,064 shares of the Company's Class A common stock were presented for redemption in connection with the Special Meeting. As a result, there will be approximately $21.1 million remaining in the trust account following redemptions.

In addition, on December 21, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Description
3.1         Certificate of Amendment to the Amended and Restated Certificate of
          Incorporation of Athena Consumer Acquisition Corp.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




                                       1

© Edgar Online, source Glimpses