SEC Comment Letter 0000000000-22-012629 to Athena Consumer Acquisition Corp. (CIK 0001869141)
Athena Consumer Acquisition Corp. (CIK 0001869141)
Date: Nov. 21, 2022 · CIK: 0001869141 · Accession: 0000000000-22-012629
AI Filing Summary & Sentiment
File numbers found in text: 001-40921
Letter
United States securities and exchange commission logo November 21, 2022 Jane Park Chief Executive Officer Athena Consumer Acquisition Corp. 442 5th Avenue New York, NY 10018 Re:Athena Consumer Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 14, 2022 File No. 001-40921 Dear Jane Park: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 14, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
FirstName LastNameJane Park Comapany NameAthena Consumer Acquisition Corp. November 21, 2022 Page 2 FirstName LastName Jane Park Athena Consumer Acquisition Corp. November 21, 2022 Page 2 opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Victor Rivera Melendez at 202-551-4182 or Maryse Mills-Apenteng at 202-551-3457 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel Nussen
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United States securities and exchange commission logo
November 21, 2022
Jane Park
Chief Executive Officer
Athena Consumer Acquisition Corp.
442 5th Avenue
New York, NY 10018
Re:Athena Consumer Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 14, 2022
File No. 001-40921
Dear Jane Park:
We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 14, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment
FirstName LastNameJane Park
Comapany NameAthena Consumer Acquisition Corp.
November 21, 2022 Page 2
FirstName LastName
Jane Park
Athena Consumer Acquisition Corp.
November 21, 2022
Page 2
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Victor Rivera Melendez at 202-551-4182 or Maryse Mills-Apenteng at
202-551-3457 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel Nussen