Item 1.01 Entry into a Material Definitive Agreement.

On March 22, 2022, FTAC Athena Acquisition Corp. ("we," "us" or the "Company") issued a promissory note (the "Promissory Note") to FTAC Athena Sponsor, LLC (the "Lender"), one of the Company's sponsors. Pursuant to the Promissory Note, the Lender agreed to loan us up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the "Maturity Date"). If we do not consummate a business combination, we may use a portion of any funds held outside the trust account into which we have placed the proceeds of our initial public offering (the "IPO") to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On March 23, 2022, we borrowed $300,000 under the Promissory Note.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits.




Exhibit No.                                Description

10.1            Promissory Note dated March 22, 2022 made by FTAC Athena Acquisition
              Corp. to the order of FTAC Athena Sponsor, LLC.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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