United States securities and exchange commission logo
November 29, 2022
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Confidential Draft
Registration Statement on Form F-4
Submitted October
31, 2022
CIK No. 0001942808
Dear Ali Vezvaei:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Confidential Draft Registration Statement on Form F-4 submitted on
October 31, 2022
Summary of the Proxy Statement/Prospectus, page 29
1. Please clarify if the
sponsor and its affiliates can earn a positive rate of return on their
investment, even if
other SPAC shareholders experience a negative rate of return in the
post-business
combination company.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 29,
November NameNext.e.GO
2022 B.V.
November
Page 2 29, 2022 Page 2
FirstName LastName
Summary of the Proxy Statement/Prospectus
Ownership of TopCo, page 29
2. We note in the last paragraph on page 32, you disclose upon completion
of the business
combination: (i) Athena Public Stockholders will own approximately
20.4% of TopCo;
(ii) the Athena Sponsor will own approximately 9.5% of TopCo; and
(iii) the e.GO
Shareholder prior to the completion of the business combination will
own approximately
70.1% of TopCo. However, we also note on pages 82 and 88 of your
filing, you disclose
upon completion of the business combination: (i) Athena Public
Stockholders will own
approximately 27.8% of TopCo; (ii) the Athena Sponsor will own
approximately 13.0%
of TopCo; and (iii) the e.GO Shareholder prior to the completion of
the Business
Combination will own approximately 59.2% of TopCo. In this regard,
please explain why
TopCo ownership percentages in the summary section differ from the
amounts disclosed
in the Risk Factors section and reconcile the differences for us.
Please revise the
appropriate sections of your filing to clarify the reason for the
differences.
Risk Factors, page 46
3. We note your risk factors indicating that inflation could affect the
demand for automobile
sales, existing customer reservations, production volume, and vehicle
sales. Please update
your risk factor disclosure if recent inflationary pressures have
materially impacted your
operations. In this regard, identify the types of inflationary
pressures you are facing, how
your business has been affected and actions you have taken or intend
to take to mitigate
inflationary pressures.
4. Please disclose whether you are subject to material cybersecurity
risks in your supply
chain based on third-party products, software, or services used in
your products, services,
or business and how a cybersecurity incident in your supply chain
could impact your
business. Discuss the measures you have taken to mitigate these risks.
5. We note your risk factor on page 80 regarding becoming a public
company by means
other than a traditional underwritten initial public offering. Please
expand your discussion
to note that an underwriter s due diligence would be subject to
strict liability for any
material misstatements or omissions in a registration statement.
6. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions. Explain the
impact, if any, the
forward purchase transactions will have on the amounts disclosed in
your tables and
narrative disclosure.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 29,
November NameNext.e.GO
2022 B.V.
November
Page 3 29, 2022 Page 3
FirstName LastName
7. We note your disclosure that the Sponsor of Athena and/or its
affiliates may offer
incentives to investors who indicate an intention to vote against the
business combination
proposal. Please address the potential conflicts of interest inherent
in such incentive
arrangements, and address that the Sponsor and the investors who
receive the incentives
may benefit and that such benefit may be to the detriment of the
public shareholders.
We depend on third parties, page 51
8. Please revise this risk factor to describe specifically whether you
have been impacted by
the risk you disclose, and quantify to the extent possible.
Background of the Business Combination, page 105
9. Please clarify why Athena Tech II decided not to pursue a transaction
with e.Go or in the
electric vehicle sector, as disclosed on page 106.
10. Please revise to explain how you determined the pre-transaction
valuation disclosed on
page 106. Also revise to explain how the terms you initially proposed
compared to those
proposed by Athena Tech II.
11. Describe the "comparative valuation data" used in making the
determination referenced on
page 107. Also describe the "emerging market conditions" referenced on
page 108 and
how those conditions led to the potential for a lower valuation.
12. Discuss the negotiations related to the September 29, 2022 amendment
mentioned on page
110, particularly the conversion of Class B shares.
The Athena Board's Reasons for the Approval of the Business Combination, page
110
13. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company's officers and
directors. This
could include fiduciary or contractual obligations to other entities
as well as any interest
in, or affiliation with, the target company. In addition, please
clarify how the board
considered those conflicts in negotiating and recommending the
business combination.
Certain Unaudited Prospective Financial Information Regarding e.GO, page 112
14. We note the assumptions and estimates disclosed on pages 114-15.
Please revise to
explain how these assumptions and estimates resulted in the projected
financial
information disclosed in the table on page 115. As one example only,
how did application
of these estimates and assumptions result in a projected increase in
revenues from Euro
20.6 million in 2022 to Euro 440.3 million in 2023?
Certain Engagements, page 121
15. You disclose that Cohen was engaged as financial advisor but it
appears from your
disclosure and Annex L that Northland will provide the fairness
opinion. Please revise to
clarify who served as financial advisor and who provided the fairness
opinion.
Ali Vezvaei
Next.e.GO B.V.
November 29, 2022
Page 4
16. We note the disclosure that Citigroup acted as underwriter for
Athena's IPO and that it
will receive a deferred underwriting fee, even though it appears from
your disclosure that
Citigroup is not serving as financial advisor or acting in another
capacity in connection
with the business combination. Please revise to disclose whether
Citigroup was asked to
serve as financial advisor or in another capacity in connection with
the business
combination, its response and any communications between you and
Citigroup.
Proposal No. 2, page 125
17. Please revise to clarify the reasons for and purpose of this proposal,
given that it appears
the Class B shares would convert automatically without approval of
this proposal. Also
revise to explain the reason for the 20% increase in shares to be
issued if this proposal is
approved.
Tax Considerations, page 130
18. We note that you intend to file Exhibit 8.2 to cover Dutch tax
matters. Please file
opinions that address each material tax consequence disclosed in this
section.
Unaudited Pro Forma Condensed Combined Financial Information, page 179
19. Please include a pro forma balance sheet that gives effect to all of
the transactions
contemplated by the Business Combination Agreement, or explain why you
do not believe
one is necessary.
Note 2 Basis of preparation, page 182
20. You disclose that the historical financial statements have been
adjusted in the pro forma
financial information to give pro forma effect to events that are
directly attributable to the
transactions, factually supportable and expected to have a continuing
impact. Please revise
the disclosures and, if applicable, the related pro forma adjustments
to comply with the
updated guidance in Article 11-02(a)(6) of Regulation S- X and Section
II.D of SEC
Release 33-10786.
Comparative Share Information, page 184
21. We note that Athena Class A Common Stock consists of redeemable and
non-redeemable
shares. Please revise to clarify the type of Class A shares that are
included in the Book-
value per share Athena Class A Common Stock calculations. If
non-redeemable shares
are included in this calculation, please tell us your basis for
including those shares. In this
regard, please also tell us your consideration for including the
non-redeemable Class A
FirstName LastNameAli Vezvaei
shares in your Book value per shares Athena Class B Common Stock
calculation, or
Comapany NameNext.e.GO
presenting B.V. for non-redeemable Class A Common Stock in a
separate line
the information
item.29, 2022 Page 4
November
FirstName LastName
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 29,
November NameNext.e.GO
2022 B.V.
November
Page 5 29, 2022 Page 5
FirstName LastName
22. Please revise to use the number of share outstanding "as of" the
period end in your
calculation of book value per share rather than average number of
shares in your
calculation.
23. Please revise to address the additional comments below related to
Comparative Share
Information:
Disclose reconciliations of the numerators and the denominators of
your basic and
diluted per-share computations.
Present net income (loss) per share information for e.GO in the
table.
Disclose any securities that could potentially dilute the
comparative per share
information in the future that were not included in diluted per
share information
because they were anti-dilutive for the periods presented.
Business of e.GO and Certain Information About e.GO, page 189
24. Please clarify the nature of your "partnership" with Bosch, including
respective rights and
obligations for each party, or whether a written agreement governs the
relationship.
Please file material agreements as exhibits.
Strengths, page 191
25. Your disclosure in the first bulleted paragraph, such as that you are
"ahead of the curve,"
indicates you are a first-mover in the markets in which you operate
and face little to no
competition. If that is not accurate, please revise for clarity. Also
reconcile with your
disclosure on page 50 that you are a "new entrant."
Description of TopCo Securities, page 243
26. Refer to the risk factor on page 91 regarding best practice
provisions. Revise to highlight
with which provisions you do not intend to comply following completion
of the business
combination.
Next.e.GO Mobile SE
Consolidated statement of profit or loss, page F-4
27. Please present the loss per share information on the face of the
consolidated statement of
profit and loss and disclose the information required by IAS 33.
Consolidated statement of financial position - Liabilities and equity, page F-7
28. Please revise to present the number of shares authorized, issued, and
outstanding, as well
as the par value of your shares. Additionally, disclose either in the
statement of financial
position or the statement of changes in equity, or in the notes the
information required by
paragraph 79 and 80 of IAS 1, as applicable.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 29,
November NameNext.e.GO
2022 B.V.
November
Page 6 29, 2022 Page 6
FirstName LastName
Consolidated statement of changes in equity, page F-8
29. Please revise to present the change in the number of shares issued and
outstanding. Refer
to paragraph 79(a)(iv) of IAS 1.
General
30. Your charter waives the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
31. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia's invasion of Ukraine. For example, discuss whether
you have or expect
to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack
of raw materials, parts, or equipment; inventory shortages;
closed factories or stores;
reduced headcount; or delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials;
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply; or
be unable to supply products at competitive prices or at all due
to sanctions.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business. In response to this
comment, provide
specific, concrete disclosure, not merely statements about what "may"
or "could" happen.
32. Please disclose the sponsor and its affiliates' total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
33. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
34. We note the Forward Purchase Agreement with Vellar. Please provide us
your analysis
demonstrating that this agreement complies with Exchange Act Rule
14e-5.
35. Please discuss whether supply chain disruptions materially affect your
outlook or business
goals. Specify whether these challenges have materially impacted your
results of
operations or capital resources and quantify, to the extent possible,
how your sales, profits,
and/or liquidity have been impacted.
36. Please file as exhibits the agreements referenced on pages 213-14 once
those agreements
are executed.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 29,
November NameNext.e.GO
2022 B.V.
November
Page 7 29, 2022 Page 7
FirstName LastName
You may contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of Corporation
Finance
Office of Manufacturing
cc: Clemens Rechberger