UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.02 Termination of a Material Definitive Agreement.
As
previously announced, on August 3, 2021, FTAC Athena Acquisition Corp. (the “Company”)
entered into a Business Combination Agreement (the “Business Combination
Agreement”) with Pico Quantitative Trading Holdings LLC (“Pico”).
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination
Agreement.
On February 24, 2022, the Business Combination Agreement was terminated
(the “Termination”) due to Pico’s failure to deliver financial information
as required by the Business Combination Agreement.
As a result of the Termination, the Business Combination Agreement will be of no
further force and effect, and certain transaction agreements entered into in connection with the Business Combination Agreement,
including, but not limited to, (i) the Sponsor Share Restriction Agreement, dated as of August 3, 2021, by and among the Company,
FTAC Athena Sponsor, LLC, and FTAC Athena Advisors, LLC, (ii) the Support Agreement, dated as of August 3, 2021, by and among the
Company, FTAC Athena Sponsor, LLC, FTAC Athena Advisors, LLC, Pico and the members of Pico party thereto, and (iii) the PIPE
Subscription Agreements, each dated August 3, 2021, between the Company and certain investors, will automatically either be
terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other a
termination fee as a result of the Termination.
The foregoing description of the Business Combination Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Business Combination
Agreement, which was previously filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K with the U.S. Securities and
Exchange Commission (the “SEC”) on August 4, 2021, and is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FTAC ATHENA ACQUISITION CORP. | ||
Dated: February 25, 2022 | By: | /s/ Amanda Abrams |
Name: | Amanda Abrams | |
Title: | President and Chief Executive Officer | |