FTAC ATHENA ACQUISITION CORP. Item 1.01 Entry Into A Material Definitive Agreement.
On
The Combination Agreement Transactions
Pursuant to the Business Combination Agreement, subject to certain conditions set forth therein, in connection with the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"):
(i) the Company will acquire 100% of the newly-created voting Class A common
units of Pico in exchange for cash in an amount equal to the outstanding
balance of the Company's trust account plus the proceeds from the PIPE
Investment (as defined below) as of Closing, net of redemptions elected by
the Company's public shareholders pursuant to their redemption rights
described below (such aggregate outstanding cash balances, "Company Cash"),
with the number of such units to be issued to be calculated based on the
formula set forth on Schedule C to the Business Combination Agreement; and
(ii) the Company will issue to Pico for distribution to its existing members,
shares of newly created Class C common stock, which will have one vote per
share, but will not have any economic rights, including with respect to
dividends and other distributions, with the number of shares of such Class C
common stock to be issued to equal the number of nonvoting Class A common
units of Pico that will be created and held by such Pico members following
the Closing, pursuant to a recapitalization of Pico's existing equity
interests that will take place prior to the Closing. At closing, 100% of the
nonvoting Class A common units of Pico will be held by Pico's existing
members. $15 million of the Company Cash that will be distributed to Pico at
Closing will be used to redeem a corresponding number of nonvoting Class A
common units and shares of Class C common stock that will be held by Pico's
founder at Closing.
Redemption Offer
Pursuant to the Company's amended and restated memorandum and articles of association and in accordance with the terms of the Business Combination Agreement, the Company will be providing its public shareholders with the opportunity to redeem, upon the closing of the Transactions, their Class A ordinary shares of the Company for cash equal to their pro rata share of the aggregate amount on deposit as of two (2) business days prior to the consummation of the Transactions in the Company's trust account (which holds the proceeds of the Company's initial public offering (the "IPO"), less taxes payable (the "Redemption Offer").
Representations, Warranties and Covenants
Each of the Company and Pico have made representations, warranties and covenants in the Business Combination Agreement that are customary for transactions of this nature. The representations and warranties of the Company and Pico will not survive the closing of the Transactions.
Conditions to Consummation of the Transactions
Consummation of the transactions contemplated by the Business Combination
Agreement is subject to customary conditions of the respective parties,
including, among others, that (i) the Transactions shall have been approved by
the Company's shareholders; (ii) there has been no material adverse effect (as
defined in the Business Combination Agreement) with respect to Pico or the
Company since the date of the Business Combination Agreement; (iii) the parties
shall have received certain required regulatory approvals; (iv) the Company will
have at least
Termination
The Business Combination Agreement may be terminated at any time prior to the
consummation of the Transactions (whether before or after the required Company
shareholder vote has been obtained) by mutual written consent of the Company and
Pico and in certain other limited circumstances, including if (i) the
Transactions have not been consummated by
(as such date may be extended pursuant to the Business Combination Agreement)
and the delay in closing beyond such date is not due to the breach of the
Business Combination Agreement by the party seeking to terminate, (ii) the
Business Combination and other related proposals are not approved by the
Company's shareholders at a duly convened extraordinary general meeting of the
Company and (iii) the
If the Business Combination Agreement is validly terminated, no party thereto will have any liability or any further obligation to any other party under the Business Combination Agreement, with certain limited exceptions, including liability for any intentional breach of the Business Combination Agreement or intentional fraud in the making of the representations and warranties in the Business Combination Agreement.
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The Business Combination Agreement has been approved by the Company's board of directors, and the board has recommended that the Company's shareholders adopt the Business Combination Agreement and approve the Transactions.
The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that . . .
Item 3.02 Unregistered Sales of
The information set forth under the heading "PIPE Subscription Agreements" in
Item 1.01 above is incorporated by reference herein. The shares of Class A
common stock to be issued in the
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Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing and potential shareholders of the Company with respect to the Transactions.
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is a copy of the joint press release issued on
The Company and Pico will host a joint webcast on
The information in this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information About the Transactions and Where to Find It
The Company intends to file with the
Participants in Solicitation
The Company, Pico and certain of their respective directors and officers may be
deemed participants in the solicitation of proxies of the Company's shareholders
with respect to the approval of the Transactions. Information regarding the
Company's directors and officers and a description of their interests in the
Company is contained in the Company's final prospectus relating to its initial
public offering, which was filed with the
In connection with the Transactions, at any time prior to the extraordinary general meeting to approve the Transactions, certain existing Company shareholders, which may include certain of the Company's officers, directors and other affiliates, may enter into transactions with shareholders and other persons with respect to the Company's securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Transactions. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These shareholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Pico or their respective securities.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company's or Pico's future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Transactions; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Pico's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company's or Pico's management's current expectations and beliefs, as applicable, as well as a number of assumptions concerning future events.
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Such forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or Pico's control that could cause actual results to
differ materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors include, but
are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Business
Combination Agreement; (2) the inability to complete the Transactions due to the
failure to obtain approval of the shareholders of the Company or other
conditions to closing in the Business Combination Agreement; (3) the ability of
the public entity to meet Nasdaq's listing standards following the Transactions;
(4) the inability to complete the
Disclaimer
This communication shall not constitute a solicitation of a proxy, an offer to sell or the solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, datedAugust 3, 2021 , by and betweenFTAC Athena Acquisition Corp. andPico Quantitative Trading Holdings LLC .* 10.1 Sponsor Share Restriction Agreement, datedAugust 3, 2021 , by and amongFTAC Athena Acquisition Corp. ,FTAC Athena Sponsor, LLC andFTAC Athena Advisors, LLC . 10.2 Support Agreement, dated as ofAugust 3, 2021 , by and amongFTAC Athena Acquisition Corp. ,FTAC Athena Sponsor, LLC ,FTAC Athena Advisors, LLC ,Pico Quantitative Trading Holdings LLC and the members ofPico Quantitative Trading Holdings LLC party thereto. 10.3 Form of Non-PIPE Participant Lock-Up Agreement. 10.4 Form of PIPE Participant Lock-Up Agreement. 10.5 Form of PIPE Subscription Agreement (Institutional Accredited Investors). 10.6 Form of PIPE Subscription Agreement (Accredited Investors ). 10.7 Form of Amended and Restated Registration Rights Agreement. 99.1 Investor Presentation. 99.2 Press Release, datedAugust 4, 2021 . 99.3 Script forAugust 4, 2021 Webcast.
* Schedules and other similar attachments to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted schedules to the Securities and Exchange
Commission upon its request.
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