PRER14A 1 prer14a20123_ftacathena.htm PROXY SATEMENT

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. 2)

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 Statement
☐		Definitive Additional Materials
☐		Soliciting Material under § 240.14a-12

FTAC ATHENA ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)

____________________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER TO SHAREHOLDERS OF FTAC ATHENA ACQUISITION CORP.
2929 ARCH STREET, SUITE 1703
PHILADELPHIA, PA 19104
TO BE HELD ON , 2023

Dear FTAC Athena Acquisition Corp. Shareholder:

You are cordially invited to attend the extraordinary general meeting in lieu of the annual general meeting of FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Athena,” “we,” “us” or “our”), which will be held on , 2023, at [•] p.m., New York Time (the “General Meeting”). Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of Athena shareholders and other meeting participants, the General Meeting will be held at the offices of [•] at [•] and via virtual meeting format setting. You can participate in the General Meeting, vote, and submit questions via live webcast by visiting [•] with the password of [•] and entering the voter control number included on your proxy card.

The attached Notice of the General Meeting and proxy statement describe the business Athena will conduct at the General Meeting and provide information about Athena that you should consider when you vote your shares. As set forth in the attached proxy statement, the General Meeting will be held for the purpose of considering and voting on the following proposals:

• Proposal No. 1 — Extension Amendment Proposal — A special resolution to amend and restate Athena’s Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from February 25, 2023 to August 25, 2023 (as extended, the “Extended Date”) (i.e., for a period of time ending 30 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”);

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Athena additional time to complete a business combination. The Articles of Association currently provide that we have until February 25, 2023 to complete an initial business combination (the “Termination Date”).

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will instead have the right to extend the Combination Period up to six (6) times for an additional one (1) month each time up to the Extended Date, provided that the Extension Payment is deposited into the Trust

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Account on or prior to the date of each applicable deadline. However, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

Currently, the Company may not extend the Termination Date. Athena’s board of directors (the “Board”) believes that it is improbable that Athena will be able to negotiate and complete an initial business combination before the Termination Date. As a result, the Board has determined that it is in the best interests of Athena to seek an extension of the Termination Date and have Athena shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a business combination. While Athena is using its best efforts to complete a business combination on or before the Termination Date, the Board believes that it is in the best interests of Athena shareholders that an extension of the Combination Period (the “Extension”) be obtained so that Athena will have additional time to consummate a business combination. Without the Extension, Athena believes that there is a significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

As contemplated by the Articles of Association, the holders of Athena Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of a business combination (the “Redemption”). You may elect to redeem your Ordinary Shares in connection with the General Meeting. However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption (the “Redemption Limitation”). If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor (as defined below) or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor.

On the Record Date (defined below), the redemption price per Public Share was approximately $[•] (which is expected to be the same approximate amount two (2) business days prior to the General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[•] as of the Record Date (including interest not previously released to Athena to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Public Shares on Nasdaq on the Record Date was $[•]. Accordingly, if the market price of the Public Shares were to remain the same until the date of the General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[•] more per share than if the Public Shares were sold in the open market. Athena cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Athena believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Athena does not complete a business combination on or before the Termination Date.

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(B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Athena’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to Athena’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds (2/3) of the holders of the issued and outstanding Ordinary Shares and the Class B Ordinary Shares, par value $0.0001 per share, held by FTAC Athena Sponsor, LLC and FTAC Athena Advisors, LLC (collectively, the “Sponsor”) (the “Founder Shares”), who, being present and entitled to vote at the General Meeting, vote at the General Meeting.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the General Meeting or any adjournment thereof and entitled to vote on such matter. Pursuant to the Trust Agreement, we are in discussions to obtain written consent from Cantor Fitzgerald & Co., as representative of the underwriters of the IPO (the “Underwriters”).

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal at the General Meeting.

The Board has fixed the close of business on [•] (the “Record Date”) as the date for determining Athena shareholders entitled to receive notice of and vote at the General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares and the Founder Shares on that date are entitled to have their votes counted at the General Meeting or any adjournment thereof. However, the holders of Ordinary Shares may elect to redeem all or a portion of their shares in connection with the General Meeting.

Athena believes that given Athena’s expenditure of time, effort and money in search of a business combination, circumstances warrant ensuring that Athena is in the best position possible to consummate a business combination and that it is in the best interests of Athena shareholders that Athena obtain the Extension as needed.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of Athena and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

Athena’s directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and private placement units (as defined below) that may become exercisable in the future. See the section entitled “General Meeting of Athena Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the General Meeting, Athena urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of FTAC Athena Acquisition Corp.


Betsy Z. Cohen
Chairman of the Board
[•]

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Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the General Meeting. Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and the Founder Shares, present in person or represented by proxy at the General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, Trust Agreement Amendment Proposal or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting.

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NOTICE OF EXTRAORDINARY GENERAL MEETING
IN LIEU OF ANNUAL GENERAL MEETING
OF FTAC ATHENA ACQUISITION CORP.
TO BE HELD ON , 2023

To the Shareholders of FTAC Athena Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the annual general meeting (the “General Meeting”) of FTAC Athena Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Athena,” “we,” “us” or “our”), will be held on , 2023, at [•] p.m., New York. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of Athena shareholders and other meeting participants, the General Meeting will be held at the offices of [•] and in a virtual meeting format. You can participate in the General Meeting, vote, and submit questions via live webcast by visiting [•] with the password of [•] and entering the voter control number included on your proxy card. You are cordially invited to attend the General Meeting for the purpose of considering and voting on the following proposals (unless Athena determines that it is not necessary to hold the General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated , 2023 and is first being mailed to shareholders on or about that date:

• Proposal No. 1 — Extension Amendment Proposal — A special resolution to amend Athena’s Amended and Restated Memorandum and Articles of Association (the “Articles of Association”) to give the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) up to six (6) times for an additional one (1) month each time, from February 25, 2023 to August 25, 2023 (as extended, the “Extended Date”) (i.e., for a period of time ending 30 months after the consummation of its initial public offering (the “IPO”) (the “Extension Amendment Proposal”). For the purposes of Cayman Islands law, the full text of the special resolution is set out in this notice as follows: “RESOLVED, as a special resolution, that the Amended and Restated Memorandum and Articles of Association of Athena currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association of Athena (a copy of which is attached to this proxy statement as Annex A).”;

• Proposal No. 2 — Trust Agreement Amendment Proposal — To amend Athena’s investment management trust agreement, dated as of February 22, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from February 25, 2023 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $[•] and (b) $[•] for each Class A ordinary share issued in the IPO outstanding (the “Extension Payment”) after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”). For the purposes of Cayman Islands law, the full text of the resolution is set out in this notice as follows: “RESOLVED, to amend Athena’s investment management trust agreement, dated as of February 22, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from February 25, 2023 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $[•] and (b) $[•] for each Class A ordinary share issued in the IPO outstanding.”; and

• Proposal No. 3 — Adjournment Proposal — An ordinary resolution to adjourn the General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal (the “Adjournment Proposal”). For the purposes of Cayman Islands law, the full text of the ordinary resolution is set out in this notice as follows: “RESOLVED, as an ordinary resolution, that the General Meeting be adjourned to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.”

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The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow Athena additional time to complete a business combination. The Articles of Association currently provide that Athena has until February 25, 2023 to complete an initial business combination (the “Termination Date”).

If both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company will have the right to extend the Combination Period up to six (6) times for an additional one (1) month each time up to the Extended Date, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of each applicable deadline. However, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

Currently, the Company may not extend the Termination Date. Athena’s board of directors (the “Board”) believes that it is improbable that Athena will be able to negotiate and complete an initial business combination before the Termination Date. The Board has determined that it is in the best interests of Athena to seek an extension of the Termination Date and have Athena’ shareholders approve the Extension Amendment Proposal to allow for additional time to consummate a business combination if needed. While Athena is using its best efforts to complete a business combination on or before the Termination Date, the Board believes that it is in the best interests of Athena shareholders that an extension of the Combination Period (the “Extension”) be obtained so that Athena will have additional time to consummate a business combination. Without the Extension, Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

As contemplated by the Articles of Association, the holders of Athena’ Class A ordinary shares, par value $0.0001 per share, (the “Ordinary Shares”), issued as part of the units sold in the IPO (the “Public Shares”) may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two (2) business days prior to the consummation of the General Meeting (the “Redemption”). You may elect to redeem your Public Shares in connection with the General Meeting (the “Redemption Limitation”). However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor (as defined below) or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor.

On the Record Date (defined below), the redemption price per Public Share was approximately $[•] (which is expected to be the same approximate amount two (2) business days prior to the General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[•] as of the Record Date (including interest not previously released to Athena to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq on the Record Date was $[•]. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[•] more per share than if the Public Shares were sold in the open market. Athena cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Athena believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Athena does not complete a business combination on or before the Termination Date.

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Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, or if Athena is otherwise unable to consummate its initial business combination by the Termination Date, Athena will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Athena’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Athena’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to Athena’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

To exercise your redemption rights, you must tender your Public Shares to Athena’s transfer agent at least two (2) business days prior to the General Meeting. You may tender or deliver your Public Shares by either delivering your share certificate to the transfer agent or by tendering or delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights. Any requests for redemption must also include the identity as to the beneficial owner making such request.

Record holders of Ordinary Shares and Founder Shares at the close of business on [•] (the “Record Date”) are entitled to vote or have their votes cast at the General Meeting. On the Record Date, there were 25,660,000 issued and outstanding Ordinary Shares and 8,553,333 Founder Shares issued and outstanding. Athena’s warrants do not have voting rights.

This proxy statement contains important information about the General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the General Meeting, Athena urges you to read this material carefully and vote your shares.

This proxy statement is dated [•], 2023 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of FTAC Athena Acquisition Corp.


Betsy Z. Cohen
Chairman of the Board

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TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING IN LIEU OF THE ANNUAL GENERAL MEETING		2
RISK FACTORS		12
EXTRAORDINARY GENERAL MEETING IN LIEU OF THE ANNUAL GENERAL MEETING OF ATHENA SHAREHOLDERS		14
Date, Time and Place of General Meeting		14
Proposals at the General Meeting		14
Voting Power; Record Date		14
Recommendation of the Board		14
Quorum and Required Vote for Proposals for the General Meeting		15
Voting Your Shares — Shareholders of Record		15
Voting Your Shares — Beneficial Owners		15
Attending the General Meeting		16
Revoking Your Proxy		16
No Additional Matters		16
Who Can Answer Your Questions about Voting		16
Redemption Rights		17
Appraisal Rights and Dissenters’ Rights		18
Proxy Solicitation Costs		18
Interests of the Initial Shareholders		19
PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL		21
Overview		21
Articles of Association		21
Reasons for the Extension Amendment Proposal		21
If the Extension Amendment Proposal is Not Approved		22
If the Extension Amendment Proposal is Approved		22
Redemption Rights		23
Certain Material U.S. Federal Income Tax Consequences		24
Recommendation of the Board		31
PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL		32
Overview		32
Reasons for the Trust Agreement Amendment Proposal		32
If the Trust Agreement Amendment Proposal is Not Approved		32
If the Trust Agreement Amendment Proposal is Approved		33
Required Vote		33
Recommendation of the Board		33
PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL		34
Overview		34
Consequences if the Adjournment Proposal is Not Approved		34
Vote Required for Approval		34
Recommendation of the Board		34
BENEFICIAL OWNERSHIP OF SECURITIES		35
FUTURE SHAREHOLDER PROPOSALS		37
HOUSEHOLDING INFORMATION		37
WHERE YOU CAN FIND MORE INFORMATION		38
ANNEX A		A-1
ANNEX B		B-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Athena’s current views with respect to, among other things, completing an initial business combination, its capital resources and results of operations. Likewise, Athena’s financial statements and all of Athena’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect Athena’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Athena does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

• Athena’s ability to complete an initial business combination, including approval by the shareholders of Athena;

• the anticipated benefits of a business combination;

• the volatility of the market price and liquidity of the Ordinary Shares, Founder Shares and other securities of Athena;

• the amount of redemptions by our public shareholders in connection with the Extension Amendment Proposal;

• the use of funds not held in the Trust Account or available to Athena from interest income on the Trust Account balance; and

• the Trust Account not being subject to claims of third parties.

While forward-looking statements reflect Athena’s good faith beliefs, they are not guarantees of future performance. Athena disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Athena’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Athena’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2022 and amended by other reports Athena filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Athena (or to third parties making the forward-looking statements).

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING IN LIEU OF THE ANNUAL GENERAL MEETING

Q. Why am I receiving this proxy statement?

A. Athena is a blank check company incorporated under the laws of the Cayman Islands on November 5, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets, without limitation as to business, industry or sector. Athena’s registration statement on Form S-1 (File No. 333-252242) for Athena’s IPO was declared effective by the SEC on February 22, 2021. On February 25, 2021, Athena consummated its IPO of 25,000,000 units (the “Athena Units”). Each Athena Unit consists of one Public Share and one-fourth of a warrant, with each whole warrant entitling the holder to purchase one Ordinary Share at $11.50 per share (“public warrant”). The Athena Units were sold at an offering price of $10.00 per Athena Unit, generating gross proceeds of $250,000,000. Simultaneously with the consummation of the IPO and the sale of the Athena Units, Athena consummated the private placement of an aggregate of 660,000 placement units (the “private placement units”) issued to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) at a price of $10.00 per private placement unit, generating total proceeds of $6,600,000. Each private placement unit consists of one Ordinary Share (“private placement share”) and one-fourth of a private placement warrant, with each whole warrant entitling the holder to purchase one Ordinary Share at $11.50 per share (“private warrant”).

A total of $250,000,000 of the net proceeds from Athena’s IPO and the private placement with the Sponsor and Cantor, Athena’s officers and directors and the holders of the Founder Shares prior to the IPO (the “initial shareholders”) were deposited in the Trust Account established for the benefit of the holders of Public Shares.

Like most blank check companies, the Articles of Association provide for the return of the IPO proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying business combination(s) consummated on or before the Termination Date.

Athena believes that it is in the best interests of Athena shareholders to continue Athena’s existence until the Extended Date if necessary, in order to allow Athena additional time to complete a business combination and is therefore holding this General Meeting.

Q. When and where is the General Meeting?

A. The General Meeting will be held on , 2023, at [•] p.m., New York Time at the offices of [•] and via live webcast at [•] with the password of [•].

Q. What do I need in order to be able to participate in the General Meeting online?

A. You can attend the General Meeting via the Internet by visiting [•] with the password of [•]. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the General Meeting. If you do not have a voter control number, you will be able to listen to the General Meeting only and you will not be able to vote or submit questions during the General Meeting.

Q. What are the specific proposals on which I am being asked to vote at the General Meeting?

A. Athena shareholders are being asked to consider and vote on the following proposals:

• Proposal No. 1 — Extension Amendment Proposal — To amend the Articles of Association to give the Company the right to extend the Combination Period up to six (6) times for an additional one (1) month each time, from February 25, 2023 to the Extended Date (the “Extension Amendment Proposal”);

• Proposal No. 2 — Trust Agreement Amendment Proposal — To amend the Trust Agreement to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from February 25, 2023 to the Extended Date by depositing into the Trust Account, for each one-month period, the Extension Payment after giving effect to the Redemption (the “Trust Agreement Amendment Proposal”); and

• Proposal No. 3 — Adjournment Proposal — To adjourn the General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal (the “Adjournment Proposal”).

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Q. Are the proposals conditioned on one another?

A. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. In addition, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor. Furthermore, even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

If the Extension is implemented and one or more Athena shareholders elect to redeem their Public Shares pursuant to the Redemption, Athena will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Athena’s use in connection with consummating a business combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, or if Athena is otherwise unable to consummate its initial business combination by the Termination Date, Athena will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Athena’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Athena’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to Athena’ obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

The initial shareholders waived their rights to participate in any liquidating distribution with respect to the private placement shares and the Founder Shares held by them. There will be no distribution from the trust account with respect to Athena’s warrants, which will expire worthless in the event Athena dissolves and liquidates the Trust Account.

The Adjournment Proposal is conditioned on Athena not obtaining the necessary votes for approving the Extension Amendment Proposal and the Trust Agreement Amendment Proposal prior to the General Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.

Q. Why is Athena proposing the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

A. The Articles of Association provides for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Athena additional time to complete a business combination, if needed.

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Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

If you want to ensure your Public Shares are redeemed in the event the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented, you should elect to “redeem” your Public Shares in connection with the General Meeting.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by Athena shareholders, Athena may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved by Athena shareholders, the Board may not be able to adjourn the General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Q. What vote is required to approve the proposals presented at the General Meeting?

A. Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. An Athena shareholder’s failure to vote by proxy or to vote herself/himself/itself at the General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting. The presence, oneself or by proxy, at the General Meeting of the holders of outstanding Ordinary Shares and Founder Shares representing a majority of the voting power of all issued and outstanding Ordinary Shares and Founder Shares entitled to vote as of the Record Date at the General Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and the Founder Shares present themselves or represented by proxy at the General Meeting and entitled to vote thereon. The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Accordingly, an Athena shareholder’s failure to vote by proxy or to vote oneself at the General Meeting will not be counted towards the number of Ordinary Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

Q. Why should I vote “FOR” the Extension Amendment Proposal?

A. Athena believes its shareholders will benefit from Athena consummating a business combination and is proposing the Extension Amendment Proposal to extend the date by which Athena has to complete an initial business combination until the Extended Date. The Extension would give Athena additional time to complete a business combination.

The Board believes that it is in the best interests of Athena shareholders that the Extension be obtained so that, in the event a business combination is for any reason not able to be consummated on or before the Termination Date, Athena will have an additional amount of time to consummate a business combination. Without the Extension, Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

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Q. Why should I vote “FOR” the Trust Agreement Amendment Proposal?

A. Athena believes shareholders will benefit from Athena consummating a business combination and is proposing the Trust Agreement Amendment Proposal to extend the date by which Athena has to complete a business combination until the Extended Date. The Extension would give Athena additional time to complete a business combination.

The Board believes that it is in the best interests of Athena shareholders that the Extension be obtained so that, in the event a business combination is for any reason not able to be consummated on or before the Termination Date, Athena will have additional time to consummate a business combination. Without the Extension, Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

Q. Why should I vote “FOR” the Adjournment Proposal?

A. If the Adjournment Proposal is not approved by Athena shareholders, the Board may not be able to adjourn the General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

Q. How will the initial shareholders vote?

A. The Founder Shares and private placement shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. The initial shareholders have advised Athena that they intend to vote any private placement shares and Founder Shares over which they have voting control, in favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal.

The initial shareholders and their respective affiliates are not entitled to redeem any private placement shares or Founder Shares in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. On the Record Date, the Sponsor, Athena’s directors, officers and its initial shareholders and their respective affiliates beneficially owned and were entitled to vote an aggregate of 9,113,333 ordinary shares, representing approximately 26.6% of Athena’s issued and outstanding ordinary shares.

Q. What if I do not want to vote “FOR” the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal?

A. If you do not want the Extension Amendment Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

If you fail to vote by proxy or to vote yourself at the General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

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If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Adjournment Proposal will not be presented for a vote.

Q. What happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?

A. If there are insufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, Athena may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved at the General Meeting or at any adjournment thereof, or if Athena is otherwise unable to consummate its initial business combination by the Termination Date, Athena will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Athena’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Athena’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to Athena’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

The Sponsor and the officers, directors and the initial shareholders of Athena waived their rights to participate in any liquidation distribution with respect to the private placement shares and the Founder Shares held by them. There will be no distribution from the Trust Account with respect to Athena’s warrants, which will expire worthless in the event Athena dissolves and liquidates the Trust Account.

Q. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?

A. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena will continue to attempt to consummate a business combination until the Extended Date. Athena will file the Second Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies in substantially the form that appears in Annex A hereto and will continue its efforts to consummate the closing of a business combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce the amount remaining in the Trust Account and increase the percentage interest of Athena held by Athena’s officers, directors, the Sponsor and its affiliates. In addition, the Articles of Association provide that Athena cannot redeem or repurchase Public Shares to the extent such redemption would result in Athena’s failure to have at least $5,000,001 of net tangible assets upon its consummation of the Extension in accordance with the Articles of Association. As a result, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. However, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena and/or the Sponsor or its affiliates may take action to increase Athena’s net tangible assets to avoid this Redemption limitation, which may include, at Athena’s and the Sponsor’s option and in Athena’s and the Sponsor’s sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of Athena’s significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor.

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Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

Q. If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with any future initial business combination?

A. Unless you elect to redeem your Public Shares at this time, you will be able to exercise redemption rights in respect of any future initial business combination subject to any limitations set forth in the Articles of Association.

Q. Do I need to request that my shares be redeemed whether I vote for or against the Extension Amendment Proposal or the Trust Agreement Amendment Proposal?

A. Yes. Whether you vote for or against the Extension Amendment Proposal or the Trust Agreement Amendment Proposal, you may elect to redeem your shares. However, you will need to submit a redemption request for your Public Shares.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. You may change your vote by:

• entering a new vote by Internet or telephone;

• sending a later-dated, signed proxy card addressed to Athena’s Secretary located at FTAC Athena Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104 Attn: Secretary, so that it is received by Athena’s Secretary on or before the General Meeting; or

• attending and voting, virtually via the Internet, during the General Meeting.

You also may revoke your proxy by sending a notice of revocation to Athena’s Secretary, which must be received by Athena’s Secretary on or before the General Meeting. Attending the General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q. How are votes counted?

A. Votes will be counted by the inspector of election appointed for the General Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of at least sixty-five percent (65%) of the votes cast by the holders of the Ordinary Shares and the Founder Shares present in person or represented by proxy at the General Meeting or any adjournment thereof and entitled to vote on such matter. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. With respect to the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Athena believes that all of the proposals presented to the shareholders at this General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred

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to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Proposal, the Trust Agreement Amendment Proposal or the Adjournment Proposal.

Q. What constitutes a quorum at the General Meeting?

A. A quorum is the minimum number of Athena shareholders necessary to hold a valid meeting.

The holders of a majority of the Ordinary Shares and the Founder Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Q. How do I vote?

A. If you were a holder of record of Athena’s ordinary shares on , 2023, the Record Date for the General Meeting, you may vote with respect to the proposals yourself at the General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:59 p.m., New York Time, on , 2023.

Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.cstproxyvote.com and entering the voter control number included on your proxy card.

Q. Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal?

A. Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Athena and its shareholders. The Board unanimously recommends that Athena shareholders vote “FOR” the Extension Amendment Proposal.

The Board has also determined that the Trust Agreement Amendment Proposal is in the best interests of Athena and its shareholders. The Board unanimously recommends that Athena shareholders vote “FOR” the Trust Agreement Amendment Proposal.

Additionally, the Board has determined that the Adjournment Proposal is in the best interests of Athena and its shareholders. The Board unanimously recommends that Athena shareholders vote “FOR” the Adjournment Proposal.

Q. What interests do Athena’s directors and officers have in the approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal?

A. Athena’s directors and officers have interests in the Extension Amendment Proposal and the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Ordinary Shares, Founder Shares, private placement shares and private placement warrants that may become exercisable in the future. See the section entitled “General Meeting of Athena Shareholders — Interests of the Initial Shareholders” in this proxy statement.

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Q. Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal or the Trust Agreement Amendment Proposal?

A. No. There are no appraisal rights available to Athena shareholders in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

Athena shareholders do not have dissenters’ rights in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal as a matter of Cayman Islands law.

Q. If I own a public warrant, can I exercise redemption rights with respect to my public warrants?

A. No. The holders of public warrants issued in connection with the IPO, which are exercisable for one Ordinary Share at an exercise price of $11.50 per share, have no redemption rights with respect to such public warrants.

Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A. No. Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to the transfer agent with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q. What do I need to do now?

A. You are urged to read carefully and consider the information contained in this proxy statement, including Annexes A and B, and to consider how the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q. How do I exercise my redemption rights?

A. In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Athena shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the General Meeting, including interest earned on the funds held in the Trust Account and not previously released to Athena to pay its taxes, divided by the number of then outstanding Public Shares. However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. In the event that Athena receives notice of redemptions of

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Public Shares approaching or in excess of this Redemption limitation prior to the General Meeting, Athena and/or the Sponsor or its affiliates may take action to increase Athena’s net tangible assets to avoid this Redemption limitation, which may include, at Athena’s and the Sponsor’s option and in Athena’s and the Sponsor’s sole discretion, any or several of the following actions: (a) attempting to secure waivers of certain of Athena’s significant liabilities, including the deferred underwriting fees, (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants, (c) entering into non-redemption or similar agreements with new and existing shareholders, (d) purchasing Public Shares in the open market (subject to applicable law and regulation) and (e) obtaining a capital contribution from the Sponsor. Any Public Shares purchased by the Sponsor in the open market would not be voted in connection with the Proposals. If this Redemption limitation is exceeded, either because Athena does not take action to increase its net tangible assets or because its attempt to do so is not successful, then Athena will not proceed with the Extension or redeem any Public Shares. In such case, Public Shares which a Public Shareholder elects to redeem but which are not redeemed shall be returned to such Public Shareholder or such Public Shareholder’s account and such Public Shareholder will retain the right to have their Public Shares redeemed for cash if Athena has not completed an initial business combination by February 25, 2023.

In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on [•], 2023 (two (2) business days before the General Meeting), (i) submit a written request to the transfer agent, that Athena redeem your Public Shares for cash, and (ii) tender or deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent physically or electronically through DTC. The address of Athena’s transfer agent is listed under the question “Who can help answer my questions?” below. Any requests for redemption must include the identity as to the beneficial owner making such request. Electronic tendering or delivery of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are delivered to Athena’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Athena’s transfer agent will need to act to facilitate the request. It is Athena’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Athena does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with the prior written consent of Athena’s board of directors, until the vote is taken with respect to the Proposals at the General Meeting. If you tendered or delivered your shares (and share certificates (if any) and other redemption forms) for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). Such requests may be made by contacting the transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Athena shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the vote on the Proposals at the General Meeting, or to tender or deliver their shares (and share certificates (if any) and other redemption forms) to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Proposals are approved.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or tendering or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to tender or deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such tendering or delivery must be effectuated.

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Q. What should I do if I receive more than one (1) set of voting materials for the General Meeting?

A. You may receive more than one set of voting materials for the General Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q. Who will solicit and pay the cost of soliciting proxies for the General Meeting?

A. Athena will pay the cost of soliciting proxies for the General Meeting. Athena has engaged Morrow Sodali, LLC, to assist in the solicitation of proxies for the General Meeting. Athena will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of Athena may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q. Who can help answer my questions?

A. If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

FTAC Athena Acquisition Corp.
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
(215) 701-9555

You may also contact the proxy solicitor for Athena at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [•]

To obtain timely delivery, Athena shareholders must request the materials no later than [•], 2023, or five (5) business days prior to the date of the General Meeting. You may also obtain additional information about Athena from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and tender/deliver your Public Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on [•], 2023 (two business days before the General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or tendering or delivery of your Public Shares, please contact the transfer agent:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports we file with the SEC. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that the Extension will enable us to complete an initial business combination.

Approving the Extension Amendment Proposal and the Trust Agreement Amendment Proposal involves a number of risks. Even if such proposals are approved and the Extension is implemented, we can provide no assurances that an initial business combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented, we are required to offer our public shareholders the opportunity to redeem their public shares in connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote to approve an initial business combination. Even if such proposals are approved and the Extension is implemented, or if an initial business combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the implementation of the Extension and an initial business combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of their shares at favorable prices, or at all.

If we are deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we were to liquidate, our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of an initial business combination or our liquidation. As a result, following the liquidation of securities in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the trust account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash until the earlier of consummation of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company. If we cannot complete our initial business combination by February 25, 2023, or such later date that may be approved by Athena shareholders, such as the Extended Date, we will be required to liquidate and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

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EXTRAORDINARY GENERAL MEETING IN LIEU OF THE ANNUAL GENERAL MEETING OF ATHENA

This proxy statement is being provided to Athena shareholders as part of a solicitation of proxies by the Board for use at the General Meeting of Athena shareholders to be held on [•], 2023, and at any adjournment thereof. This proxy statement contains important information regarding the General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about [•], 2023 to all shareholders of record of Athena as of [•], 2023, the record date for the General Meeting. Shareholders of record who owned Ordinary Shares or Founder Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the General Meeting.

Date, Time and Place of General Meeting

The General Meeting will be held at [•] p.m., New York Time on [•], 2023 at the offices of [•] and via live webcast by visiting [•] with the password of [•]. The General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the General Meeting

At the General Meeting, Athena shareholders will consider and vote on the following proposals:

• Proposal No. 1 — Extension Amendment Proposal — To amend Athena’s Amended and Restated Memorandum and Articles of Association to give the Company the right to extend the Combination Period up to six (6) times for an additional one (1) month each time, from February 25, 2023 to the Extended Date;

• Proposal No. 2 — Trust Agreement Amendment Proposal — To amend Athena’s Trust Agreement by and between the Company and the Trustee, to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from February 25, 2023 to the Extended Date by depositing into the Trust Account, for each one-month extension, the Extension Payment; and

Voting Power; Record Date

As a shareholder of Athena, you have a right to vote on certain matters affecting Athena. The proposals that will be presented at the General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the General Meeting if you own Ordinary Shares or Founder Shares at the close of business on [•], 2023, which is the Record Date for the General Meeting. You are entitled to one (1) vote for each Ordinary Share or Founder Share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 34,213,333 issued and outstanding shares, of which 25,000,000 shares were held by holders of Public Shares and 660,000 private placement shares and 8,553,333 Founder Shares were held by the initial shareholders.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

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Quorum and Required Vote for Proposals for the General Meeting

The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. The holders of a majority of the Ordinary Shares and the Founder Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. The failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote of sixty-five percent (65%) of the votes cast by the holders of the issued and outstanding Ordinary Shares and Founder Shares present in person or represented by proxy at the General Meeting or any adjournment thereof and entitled to vote on such matter. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. The failure to vote, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

It is possible that Athena will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If Athena fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal and the Trust Agreement Amendment are approved, Athena will be required to liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the holders of Public Shares.

Voting Your Shares — Shareholders of Record

If you are an Athena shareholder of record, you may vote by mail, Internet or telephone. Each Ordinary Share or Founder Share that you own in your name entitles you to one (1) vote on each of the proposals presented at the General Meeting. Your one (1) or more proxy cards show the number of Ordinary Shares or Founder Shares that you own.

Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board. The Board unanimously recommends voting “FOR” the Extension Amendment Proposal, ‘FOR” the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 11:59 p.m., New York Time, on [•], 2023.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from Athena. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting.

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If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the General Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, you must then register to attend the General Meeting by submitting proof of your legal proxy reflecting the number of your shares along with your name and email address to the transfer agent. Requests for registration should be directed to proxyservices@continentalstock.com. Written requests can be mailed to:

Continental Stock Transfer & Trust Company, LLC
Attn: Proxy Services Department
1 State Street, 30th Floor
New York, NY 10004

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., New York Time, on [•], 2023.

You will receive a confirmation of your registration by email after Athena receives your registration materials. You may attend the General Meeting by visiting [•] with the password of [•]. You will also need a voter control number included on your proxy card in order to be able to vote your shares or submit questions during the General Meeting. Follow the instructions provided to vote. Athena encourages you to access the General Meeting prior to the start time leaving ample time for the check in.

Attending the General Meeting

The General Meeting will be held at [•] New York Time, on [•], 2023 and virtually via live webcast on the Internet. You will be able to attend the General Meeting in person at the offices of [•] and virtually by visiting [•] with the password of [•]. In order to vote or submit a question during the General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the General Meeting.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the General Meeting or at the General Meeting by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify Athena’s Secretary in writing to FTAC Athena Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, before the General Meeting that you have revoked your proxy; or

• you may attend the General Meeting, revoke your proxy, and vote oneself, as indicated above.

No Additional Matters

The General Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Under the Articles of Association, other than procedural matters incident to the conduct of the General Meeting, no other matters may be considered at the General Meeting if they are not included in this proxy statement, which serves as the notice of the General Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your shares, you may call Morrow Sodali, LLC, Athena’s proxy solicitor, at (800) 662-5200 or banks and brokers can call at (203) 658-9400.

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Redemption Rights

In connection with the Extension Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each holder of Public Shares may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes payable. If you exercise your Redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor.

Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

In order to exercise your Redemption rights you must:

• if you hold Units, separate the underlying Public Shares and public warrants;

• on or before 5:00 p.m., New York Time, two business days before the General Meeting, tender your shares physically or electronically and submit a request in writing that Athena redeem your Public Shares for cash to the transfer agent at the following address:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

• tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) either physically or electronically through DTC’s DWAC system to the transfer agent at least two business days before the General Meeting. Any requests for redemption must also include the identity as to the beneficial owner making such request. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and tender/deliver your Public Shares (and share certificates (if any) and other redemption forms) as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the Proposals at the General Meeting, or to tender/deliver their shares (and share certificates (if any) and other redemption forms) to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the transfer agent, with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.

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If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by holders of Public Shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[•] as of the Record Date. Prior to their exercising Redemption rights, Athena shareholders should verify the market price of the Ordinary Shares, as shareholders may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Ordinary Shares when you wish to sell your shares.

If you exercise your Redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Athena, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If the Extension Amendment Proposal is not approved, Athena will be required to liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and all of Athena’s warrants will expire worthless.

Your right to redeem in connection with the General Meeting relating to the Extension Amendment Proposal and the Trust Agreement Amendment Proposal does not affect the right of Athena shareholders to elect to redeem their Public Shares in connection with a business combination, which is a separate and additional redemption right available to Athena shareholders.

Appraisal Rights and Dissenters’ Rights

There are no appraisal rights available to Athena shareholders in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.

Athena shareholders do not have dissenters’ rights in connection with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal as a matter of Cayman Islands law.

Proxy Solicitation Costs

Athena is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or on the Internet. Athena has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the General Meeting. Athena and its directors, officers and employees may also solicit proxies on the Internet. Athena will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Athena will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Athena will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Athena shareholders. Directors, officers and employees of Athena who solicit proxies will not be paid any additional compensation for soliciting.

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We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Each of our sponsors, FTAC Athena Sponsor, LLC and FTAC Athena Advisors, LLC, is a Delaware limited liability company. Athena does not believe that any of its existing relationships would subject any proposed business combination with a U.S. business to regulatory review, including review by the Committee on Foreign Investment in the United States (“CFIUS”). Further, Athena does not believe that if such a review were conceivable that a potential business combination ultimately would be prohibited. However, if a potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by February 25, 2023, or such later date that may be approved by Athena shareholders, such as the Extended Date, because the review process extends beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company, and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Interests of the Initial Shareholders

In considering the recommendation of our board to vote in favor of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

• If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and a business combination is not consummated by February 25, 2023, Athena will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Athena Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and indirectly by Athena’s directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on Nasdaq on January [•], 2023.

• Simultaneously with the consummation of the IPO, the Sponsor purchased 560,000 private placement units, at a price of $10.00 per unit for an aggregate purchase price of $5,600,000 in connection with the private placement. The private placement shares underlying the private placement units do not have redemption rights, and each private placement warrant is exercisable to purchase one Ordinary Share at $11.50 per share. Such private placement units have an aggregate market value of approximately $[•] based upon the closing price per Athena Unit of $[•] on Nasdaq on January [•], 2023. The private placement units and any securities underlying the private placement units will become worthless if Athena does not consummate a business combination by February 25, 2023 or such later date that may be approved by Athena shareholders in accordance with the Articles of Association, such as the Extended Date.

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• The Sponsor and Athena’ directors and officers paid significantly less for their shares than other current shareholders paid for their shares purchased in the IPO or shares purchased in the open market thereafter. Prior to the consummation of the IPO, the Sponsor purchased 8,553,333 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. Simultaneously with the consummation of the IPO, Athena consummated the private sale of 560,000 private placement units to the Sponsor, each unit consisting of one private placement share and one-fourth of a private placement warrant, at a price of $10.00 per unit.

• If Athena is unable to complete an initial business combination within the required time period, the aggregate dollar amount of non-reimbursable funds is $[•], comprised of (a) $[•] representing the market value of Founder Shares, (b) $[•] representing the market value of private placement units and (c) $[•] of unpaid expenses incurred by the Sponsor and Athena’s officers and directors and their affiliates. Certain Athena directors and executive officers have indirect economic interests in the private placement units and in the Founder Shares.

• The Sponsor has agreed not to redeem any private placement shares or Founder Shares held by it in connection with a shareholder vote to approve a proposed initial business combination.

• The Sponsor and Athena’s officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any private placement shares or Founder Shares held by them if Athena fails to complete an initial business combination by February 25, 2023 (or such later date that may be approved by Athena shareholders, such as the Extended Date).

• Athena has entered into an administrative services agreement pursuant to which Athena pays the Sponsor or its affiliate $32,500 per month for office space, administrative and shared personnel support services. Upon its liquidation, Athena will cease paying all of these monthly fees.

• The continued indemnification of current directors and officers of Athena and the continuation of directors’ and officers’ liability insurance after a business combination.

• As of December 31, 2022, the Sponsor has loaned Athena $[•] in the aggregate, to be used for a portion of the expenses incurred in search of a business combination target. The loans are non-interest bearing and unsecured.

• The Articles of Association contains a waiver of the corporate opportunity doctrine, and there could have been business combination targets that have been appropriate for a combination with Athena but were not offered due to an Athena director’s duties to another entity.

Additionally, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and Athena consummates an initial business combination, the officers and directors of Athena may have additional interests as described in the proxy statement/prospectus for such transaction.

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PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL

Overview

Athena is proposing to amend its Articles of Association to extend the date by which Athena has to consummate a business combination to the Extended Date so as to give Athena additional time to complete a business combination. A copy of the proposed amended and restated Articles of Association of Athena is attached to this proxy statement as part of Annex A.

While Athena is using its best efforts to complete a business combination on or before the Termination Date, the Board believes that it is in the best interests of Athena shareholders that the Extension be obtained so that, in the event a business combination is for any reason not able to be consummated on or before the Termination Date, Athena will have an additional amount of time to consummate a business combination. Without the Extension, Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

Articles of Association

As contemplated by the Articles of Association, the holders of the Public Shares may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented in connection with the General Meeting. However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

On the Record Date, the redemption price per Public Share was approximately $[•] (which is expected to be the same approximate amount two (2) business days prior to the General Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $[•] as of the Record Date (including interest not previously released to Athena to pay its taxes), divided by the total number of then outstanding Public Shares. The closing price of the Ordinary Shares on Nasdaq Capital Market on the Record Date was $[•]. Accordingly, if the market price of the Ordinary Shares were to remain the same until the date of the General Meeting, exercising redemption rights would result in a holder of Public Shares receiving approximately $[•] more per share than if the Public Shares were sold in the open market. Athena cannot assure shareholders that they will be able to sell their Ordinary Shares in the open market, even if the market price per Public Share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. Athena believes that such redemption right enables its holders of Public Shares to determine whether to sustain their investments for an additional period if Athena does not complete a business combination on or before the Termination Date.

Reasons for the Extension Amendment Proposal

The Articles of Association currently provide that Athena has until the Termination Date to complete an initial business combination. Athena and its officers and directors agreed that they would not seek to amend the Articles of Association to allow for a longer period of time to complete a business combination unless Athena provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. While Athena is using its best efforts to complete a business combination on or before the Termination Date, the Board believes that it is in the best interests of Athena shareholders that the Extension be obtained so that, in the event a business combination is for any reason not able to be consummated on or before the Termination Date, Athena will have an additional amount of time to consummate a business combination. Without the Extension, Athena believes that there is significant risk that Athena will not, despite its best efforts, be able to complete a business combination on or before the Termination Date. If that were to occur, Athena would be precluded from completing a business combination and would be forced to liquidate even if Athena shareholders are otherwise in favor of consummating a business combination.

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The Extension Amendment Proposal is essential to allowing Athena additional time to consummate a business combination in the event a business combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor. Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

If the Extension Amendment Proposal is Not Approved

If the Extension Amendment Proposal is not approved or if Athena is otherwise unable to consummate its initial business combination by the Termination Date, Athena will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay Athena’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Athena’s remaining shareholders and the Board in accordance with applicable law, liquidate and dissolve, subject in each case to Athena’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to the private placement shares and the Founder Shares held by them. There will be no distribution from the Trust Account with respect to Athena’s warrants, which will expire worthless in the event Athena dissolves and liquidates the Trust Account.

If the Extension Amendment Proposal is Approved

If the Extension Amendment Proposal is approved, Athena intends to file the second amended and restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. Athena will then continue to attempt to consummate a business combination until the Extended Date. Athena will remain a reporting company under the Exchange Act and its Units, Ordinary Shares and public warrants will remain publicly traded during this time.

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Redemption Rights

In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public shareholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we and/or the Sponsor or its affiliates, may take action to increase our net tangible assets to avoid the Redemption Limitation, which may include, at our and the Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees; (b) cancelling or terminating other significant liabilities, such as the outstanding private placement warrants; (c) entering into non-redemption or similar agreements with new or existing shareholders; (d) purchasing Public Shares in the open market (subject to applicable law and regulation); or (e) obtaining a capital contribution from the Sponsor. Any Public Shares purchased by the Sponsor in the open market would not be voted in connection with the Proposals. If the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Extension and we will not redeem any Public Shares. In such case, Public Shares which a Public Shareholder elects to redeem but which are not redeemed shall be returned to such Public Shareholder or such Public Shareholder’s account and such Public Shareholder will retain the right to have their Public Shares redeemed for cash if Athena has not completed an initial business combination by February 25, 2023.

Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

In order to exercise your redemption rights, you must:

• if you hold Units, separate the underlying Public Shares and public warrants;

• on or before two business days before the General Meeting, tender your shares physically or electronically and submit a request in writing that Athena redeem your Public Shares for cash to the transfer agent, at the following address:

Continental Stock Transfer & Trust Company, LLC
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and tender/deliver your Public Shares (and share certificates (if any) and other redemption forms) as described above, your shares will not be redeemed.

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or to tender/deliver their shares (and share certificates (if any) and other redemption forms) to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option. Any requests for redemption must include the identity as to the beneficial owner making such request.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a Public Share by Athena’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[•] as of the Record Date. Prior to their exercising redemption rights, Athena shareholders should verify the market price of the Public Shares, as shareholders may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.

If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account.

You will have no right to participate in, or have any interest in, the future growth of Athena, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.

If Athena does not consummate an initial business combination on or before the Termination Date and the Extension Amendment Proposal is not approved, Athena will be required to liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the public shareholders and all of Athena’s warrants will expire worthless.

Your right to redeem in connection with the General Meeting relating to the Extension Amendment Proposal does not affect the right of Athena shareholders to elect to redeem their Public Shares in connection with a business combination, which is a separate and additional redemption right available to Athena shareholders.

Certain Material U.S. Federal Income Tax Consequences

The following discussion is a summary of certain United States federal income tax considerations for holders of our shares with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation that may be relevant to particular investors in light of their individual circumstances, such as investors subject to special tax rules including:

• financial institutions or financial services entities;

• broker-dealers;

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• taxpayers that are subject to the mark-to-market tax accounting rules;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

• regulated investment companies;

• real estate investment trusts;

• persons liable for alternative minimum tax;

• expatriates or former long-term residents of the United States;

• persons that actually or constructively own five percent or more of our voting shares;

• persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

• persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transactions;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• controlled foreign corporations; or

• passive foreign investment companies.

In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.

In addition, this summary is limited to investors that hold our shares as “capital assets” (generally, property held for investment) under the Code.

If a partnership (including an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our shares, the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner of a partnership holding our shares, you are urged to consult your tax advisor regarding the tax consequences of a redemption.

We have not sought, and will not seek, a ruling from the IRS as to any United States federal income tax consequence described herein. The IRS may disagree with the tax consequences described herein, and no assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations described herein. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

WE URGE HOLDERS OF OUR ORDINARY SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations for U.S. Holders

This section is addressed to U.S. Holders of our shares that elect to have their shares of the Company redeemed for cash (a “Redeeming U.S. Holder”). For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its shares of the Company and is:

• an individual who is a United States citizen or resident of the United States as determined for United States federal income tax purposes;

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• a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or

• a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

Redemption of Shares

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for United States federal income tax purposes (which we are likely to be, unless a “start-up” exception applies), then the tax consequences of the redemption will be as described in that discussion.

Subject to the preceding, a Redeeming U.S. Holder will generally be considered to have sold or exchanged its shares in a taxable transaction and recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for these purposes our warrants) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for purposes of the dividends-received deduction and of

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“qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A non-U.S. corporation (i.e., a Cayman Islands company) will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The actual PFIC status of the Company for its current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time that we were considered to be a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

• any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or warrants (which would include the redemption, if such redemption is treated as a sale under the rules discussed above, under the heading “Redemption of Shares”); and

• any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated as a distribution under the rules discussed above.

Under these special rules:

• any gain or “excess distribution” made to the Redeeming U.S. Holder will be allocated ratably over the Redeeming U.S. Holder’s holding period for the shares or warrants;

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• the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

• the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

A Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

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If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of ours that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to our warrants.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, and/or warrants should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Holders

This section is addressed to Non-U.S. Holders of our shares that elect to have their shares of the Company redeemed for cash (“Redeeming Non-U.S. Holders”). For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its shares of the Company and is not a U.S. Holder.

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Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

• such shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the redemption takes place and certain other conditions are met; or

• such shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty).

With respect to any redemption treated as a dividend rather than a sale will not be subject to United States federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States). Dividends that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Information Reporting and Backup Withholding

Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares may be subject to information reporting to the IRS and possible United States backup withholding. However, backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with any redemption of your Ordinary Shares.

Vote Required for Approval

Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Failure to vote by proxy or to vote oneself at the General Meeting, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

Our Board will abandon and not implement the Extension Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.

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Resolution

The resolution to be put to the shareholders to consider and to vote upon at the General Meeting in relation to Extension Amendment Proposal is as follows:

“RESOLVED, as a special resolution, that the Articles of Association of Athena currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association of Athena (a copy of which is attached to the proxy statement for this Meeting as Annex A).”

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT ATHENA SHAREHOLDERS VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL.

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PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT

Overview

The proposed Trust Agreement Amendment would amend our existing Investment Management Trust Agreement (the “Trust Agreement”), dated as of February 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from February 25, 2023 to the Extended Date (the “Trust Agreement Amendment”) by depositing into the Trust Account, for each one-month extension, the lesser of (a) $[•] and (b) $[•] for each Class A ordinary share issued as part of the IPO outstanding (the “Extension Payment”) after giving effect to the Redemption. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment

The purpose of the Trust Agreement Amendment is to give the Company the right to extend the Combination Period up to six (6) times for an additional one (1) month each time, from February 25, 2023 to the Extended Date, provided that the Extension Payment is deposited into the Trust Account on or prior to the date of the same applicable deadline.

The Articles of Association and Trust Agreement currently do not provide the Company with the right to extend the Combination Period. As a result, Athena has until February 25, 2023 to complete its initial business combination (the “Termination Date”). Even if both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Athena may nevertheless choose not to amend the Articles of Association and may liquidate.

Athena has determined that there will not be sufficient time before February 25, 2023 (its current termination date) to hold a general meeting to obtain the requisite shareholder approval of, and to consummate, a business combination. After consultation with the Sponsor, Athena’s management has reasons to believe that, if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Sponsor will extend to Athena, for each one-month extension period, the Extension Payment as a loan so the Company can deposit the funds into the Trust Account as the Extension Payment, upon advance notice prior to the applicable deadlines, and extend the Combination Period for an additional one (1) month period, up to six (6) times until the Extended Date. Each Extension Payment will be deposited in the Trust Account prior to the beginning of the additional extension period (or portion thereof). The Extension Payment(s) will bear no interest and will be repayable by the Company to the Sponsor upon consummation of an initial business combination. The loans will be forgiven by the Sponsor if the Company is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.

The Trust Agreement Amendment Proposal is essential to allowing Athena additional time to consummate a business combination in the event a business combination is for any reason not completed on or before the Termination Date. Approval of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension. Athena will not proceed with the Extension or the Redemption if Athena will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after taking into account the Redemption.

If the Trust Agreement Amendment Is Not Approved

If the Trust Agreement Amendment is not approved, and we do not consummate an initial business combination by February 25, 2023, we will be required to either (i) liquidate and dissolve the Trust Account by returning the then remaining funds in such account to the holders of Public Shares and our warrants to purchase Ordinary Shares will expire worthless.

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The initial shareholders have waived their rights to participate in any liquidation distribution with respect to the private placement shares and the Founder Shares. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets held outside of the Trust Account plus up to $100,000 of the interest on the Trust Account.

If the Trust Agreement Amendment Is Approved

If the Extension Amendment and the Trust Agreement Amendment are approved, the amendment to the Trust Agreement in the form of Annex B hereto will be executed and the Trust Account will not be disbursed except to the extent any Redemptions are made in connection with this General Meeting, in connection with our completion of a business combination or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. Athena will then continue to attempt to consummate a business combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable termination date and does not wish to seek an additional extension.

Required Vote

Subject to the foregoing, the affirmative vote of at least sixty-five percent (65%) of the Company’s outstanding Ordinary Shares, including the Founder Shares, will be required to approve the Trust Agreement Amendment Proposal. Our Board will abandon and not implement the Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect. Notwithstanding shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT ATHENA SHAREHOLDERS VOTE “FOR”
THE TRUST AGREEMENT AMENDMENT PROPOSAL.

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PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Athena shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Athena shareholders, the Board may not be able to adjourn the General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the General Meeting to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the General Meeting, vote at the General Meeting. Failure to vote by proxy or to vote oneself at the General Meeting, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the General Meeting.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT ATHENA SHAREHOLDERS VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of Athena’s ordinary shares as of December 31, 2022 based on information obtained from the persons named below, with respect to the beneficial ownership of Athena’s ordinary shares, by:

• each person known by Athena to be the beneficial owner of more than 5% of Athena’s outstanding ordinary shares;

• each of Athena’ executive officers and directors that beneficially owns shares of Athena’s ordinary shares; and

• all Athena’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

In the table below, percentage ownership is based on 34,213,333 outstanding shares (including 25,660,000 Ordinary Shares and 8,553,333 Founder Shares) issued and outstanding as of December 31, 2022.

Voting power represents the combined voting power of Ordinary Shares or Founder Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares and Founder Shares vote together as a single class. The table below does not include the Ordinary Shares underlying the warrants because these securities are not exercisable within 60 days of this proxy statement.

Unless otherwise indicated, Athena believes that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

	Class A Ordinary Shares			Class B Ordinary Shares			Combined Voting Power(2)
Name and Address of Beneficial Owners	Number	% of class		Number	% of class		Number	% of class
Directors and Executive Officers:(1)
Betsy Z. Cohen(5)	560,000	2.2	%	8,553,333	100.0	%	9,113,333	26.6	%
Amanda J. Abrams(5)	560,000	2.2	%	8,553,333	100.0	%	9,113,333	26.6	%
Douglas Listman	—	—		—	—		—	—
Mei-Mei Tuan(3)	—	—		—	—		—	—
Daniela Mielke(3)	—	—		—	—		—	—
Jewelle Bickford(3)	—	—		—	—		—	—
Leah Popowich(3)	—	—		—	—		—	—
Candice N. Bednar(3)	—	—

SEC Form PRER14A filed by FTAC Athena Acquisition Corp.