Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 30, 2023, Athena Consumer Acquisition Corp. (the "Company") received notifications via phone calls from the staff of the New York Stock Exchange (the "NYSE") that it has determined that the Company was not in compliance with the requirements of Section 802.01B of the NYSE Listed Company Manual (the "LCM"), which requires a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares (a "public float") over a consecutive 30 trading day period of at least $40,000,000.

The Company has had preliminary discussions with the NYSE regarding possible alternatives in light of this determination, and based on the discussions with the NYSE, the Company is currently focused primarily on the possibility of transitioning its listing to the NYSE American, which is part of the NYSE group of exchanges. The listing standards of the NYSE American include a lower public float standard than that of the NYSE ($20,000,000 instead of $40,000,000). The NYSE informed the Company that the NYSE will evaluate the application materials submitted and to be submitted by the Company for transitioning the Company's listing to the NYSE American and will determine on February 6, 2023 whether to commence its procedures to delist the Company's securities from the NYSE. Trading of the Company's Class A common stock, warrants to purchase Class A common stock, and units, each consisting of one share of Class A common stock and one-half of a redeemable warrant (collectively, the "Company's Securities"), was temporarily halted effective as of approximately 4:00 p.m. Eastern Time on January 30, 2023, to allow the NYSE additional time to review the Company's transition application.

There can be no assurance that the Company will be able to obtain an alternative listing on the NYSE American or otherwise or that the transition from the NYSE to the NYSE American, if it can be effected, can be effected without a time gap in being listed.

The foregoing actions and their consequences could affect the liquidity and value of the Company's Securities.





Forward Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target", "may", "intend", "predict", "should", "would", "predict", "potential", "seem", "future", "outlook" or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters.


                                       1

© Edgar Online, source Glimpses