Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Item 7.01 Regulation FD Disclosure.
As previously announced, on
August 3, 2021, FTAC Athena Acquisition Corp. (the “Company”) entered into a Business Combination Agreement (the “Business
Combination Agreement”) by and between the Company and Pico Quantitative Trading Holdings LLC (“Pico”), pursuant
to which, among other things, the Company will acquire certain interests in Pico, which will become jointly owned by the Company and the
existing members of Pico and following the closing of the transactions contemplated by the Business Combination Agreement will serve as
the Company’s operating partnership as part of an Up-C structure (the transactions contemplated by the Business Combination Agreement,
the “Transactions”).
Attached hereto as Exhibit
99.l and incorporated into this Item 7.01 by reference is a copy of the press release issued on January 4, 2022 by Pico announcing the
acquisition of Redline Trading Solutions.
The information in this Item
7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information About the Transactions
and Where to Find It
The Company intends to file
with the SEC a preliminary proxy statement in connection with the Transactions and will mail a definitive proxy statement and other relevant
documents to its shareholders. The Company’s shareholders and other interested persons are advised to read, when available, the
preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with the Company’s solicitation
of proxies for its extraordinary general meeting to be held to approve the Transactions, as these materials will contain important information
about the Company, Pico and the Transactions. The definitive proxy statement will be mailed to shareholders of the Company as of a record
date to be established for voting on the Transactions. Shareholders will also be able to obtain copies of the proxy statement, as well
as other filings containing information about the Company, without charge, once available, at the SEC’s website at www.sec.gov
or by directing a request to: FTAC Athena Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: Amanda Abrams.
Participants in Solicitation
The Company, Pico and certain
of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company’s shareholders
with respect to the approval of the Transactions. Information regarding the Company’s directors and officers and a description of
their interests in the Company is contained in the Company’s final prospectus relating to its initial public offering, which was
filed with the SEC on February 24, 2021. Additional information regarding the participants in the proxy solicitation, including Pico’s
directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included
in the proxy statement for the Transactions when available. Each of these documents is, or will be, available at the SEC’s website
or by directing a request to the Company as described above under “Additional Information About the Transactions and Where to Find
It.”
In connection with the Transactions,
at any time prior to the extraordinary general meeting to approve the Transactions, certain existing Company shareholders, which may include
certain of the Company’s officers, directors and other affiliates, may enter into transactions with shareholders and other persons
with respect to the Company’s securities to provide such investors or other persons with incentives in connection with the approval
and consummation of the Transactions. While the exact nature of such incentives has not yet been determined, they might include, without
limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair
market value. These shareholders will only effect such transactions when they are not then aware of any material nonpublic information
regarding the Company, Pico or their respective securities.
Forward Looking Statements
This Current Report on Form
8-K contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe",
“could”, “continue”, "expect", "estimate", “may”, "plan", "outlook",
“future” and "project" and other similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information
that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company’s
or Pico’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements
concerning the timing of the Transactions; the business plans, objectives, expectations and intentions of the public company once the
transaction is complete, and Pico’s estimated and future results of operations, business strategies, competitive position, industry
environment and potential growth opportunities. These statements are based on the Company’s or Pico’s management’s current
expectations and beliefs, as applicable, as well as a number of assumptions concerning future events.
Such forward-looking statements
are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
or Pico’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to complete
the Transactions due to the failure to obtain approval of the shareholders of the Company or other conditions to closing in the Business
Combination Agreement; (3) the ability of the public entity to meet Nasdaq’s listing standards following the Transactions; (4) the
inability to complete the PIPE Investment; (5) the risk that the proposed transaction disrupts current plans and operations of Pico as
a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (7) costs
related to the proposed business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required to complete the business combination; (9) the possibility
that Pico may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal
proceedings that may be instituted against the Company, Pico or any of their respective directors or officers, following the announcement
of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with
respect to estimated shareholder redemptions. Additional factors that could cause actual results to differ materially from those expressed
or implied in forward-looking statements can be found in the Company’s final prospectus for its initial public offering, subsequently
filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website
at www.sec.gov, and will also be provided in the Company’s proxy statement when available. New risks and uncertainties arise
from time to time, and it is impossible for the Company or Pico to predict these events or how they may affect either party. You are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Pico undertake
no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Disclaimer
This communication shall not
constitute a solicitation of a proxy, an offer to sell or the solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
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.
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FTAC ATHENA ACQUISITION CORP.
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Dated: January 4, 2022
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By:
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/s/ Amanda Abrams
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Name:
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Amanda Abrams
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Title:
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President and Chief Executive Officer
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