United States securities and exchange commission logo
January 19, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Amendment No. 1. to
Confidential Draft Registration Statement on Form F-4
Submitted January
4, 2023
CIK No. 0001942808
Dear Ali Vezvaei:
We have reviewed your amended 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.
Registration Statement on Form F-4
Recent Developments
Citi Waiver, page 46
1. Please provide us with
the engagement letter between e.Go and Citi. We note your
disclose regarding
ongoing obligations of the Company pursuant to the engagement letter
that will survive the
termination of the engagement. Please disclose whether there are any
other obligations, such
as rights of first refusal and lockups, and discuss the impacts of
those obligations on
the Company in the registration statement.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
January 19,NameNext.e.GO
2023 B.V.
January
Page 2 19, 2023 Page 2
FirstName LastName
2. Please revise your disclosure to highlight for investors that Citi's
withdrawal indicates that
it does not want to be associated with the disclosure or underlying
business analysis
related to the transaction. In addition, revise your disclosure to
caution investors that they
should not place any reliance on the fact that Citi has been
previously involved with the
transaction.
Risk Factors
Citi, the lead underwriter in Athena's IPO,..., page 81
3. We note your disclosure regarding Citi waiving its entitlement to
deferred underwriting
compensation. Please disclose how this waiver was obtained, why the
waiver was agreed
to, and clarify the SPAC s current relationship with Citi. Revise
your pro forma financial
information and relevant disclosure referring to the payment of
deferred underwriting
commissions. Further, please add risk factor disclosure that clarifies
that Citi was to be
compensated, in part, on a deferred basis for its underwriting
services in connection with
the SPAC IPO and such services have already been rendered, yet Citi is
waiving such fees
and disclaiming responsibility for the registration statement. Please
clarify the unusual
nature of such a fee waiver and the impact of it on the evaluation of
the business
combination.
4. Disclose whether Citi provided you with any reasons for the fee
waiver. If you did not
seek out the reasons why Citi was waiving deferred fees, despite
already completing their
services, please indicate so in your registration statement. Further,
revise the risk factor
disclosure to explicitly clarify that Citi has performed all their
obligations to obtain the fee
and therefore is gratuitously waiving the right to be compensated.
Background of the Business Combination, page 112
5. We note your response to prior comments 10 and 11. Please revise to
disclose the
underlying data and analysis of the valuation range, including the
revenue multiples and
comparable companies.
Certain Unaudited Prospective Financial Information Regarding e.GO, page 121
6. We note your response and amended disclosure in response to prior
comment 14. It
continues to be unclear how the added disclosures relate to the
numbers included in the
table. Please revise to clarify and explain fully how each assumption
and estimate relates
to the such information. For example, please provide more information
on how the
"successful introduction and ramp-up of a second production shift in
2023" will lead to an
increase in revenues from Euro 20.6 million in 2022 to Euro 440.3
million in 2023. It
should be clear after your revisions how you have a reasonable basis
for the projected
financial information you included in this document.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
January 19,NameNext.e.GO
2023 B.V.
January
Page 3 19, 2023 Page 3
FirstName LastName
Proposal No. 2 , page 135
7. We note your response to prior comment 17, and reissue in part. Please
explain the reason
for the 20% increase in shares to be issued if this proposal is
approved. Revise to describe
the negotiations between the parties regarding this element of
compensation, including all
proposals and counterproposals.
Unaudited Pro Forma Condensed Combined Financial Information, page 190
8. Please revise to present the pro forma EPS in accordance with Item 5
of Form F-4. Your
disclosure should at minimum include the following information:
Reconciliations of the numerators and the denominators of your pro
forma EPS
computations.
Any securities that could potentially dilute the EPS information
in the future that
were not included in the computation because they were
anti-dilutive for the periods
presented.
9. We note that you recorded transaction accounting adjustments of
67.599 million and
68.033 million under the no redemption scenario and maximum
redemption scenario,
respectively, which represents income recognized for the difference of
the deemed costs
of the shares issued to Athena Stockholders and the fair value of SPAC
s identifiable net
assets at the date of the Business Combination. Please provide us with
your detail
calculation of these adjustments, including any assumptions and
estimates you used in
your calculation and why adjustment resulted in income.
Business of e.GO and Certain Information About e.GO
Customer Service, page 204
10. We note your response to prior comment 24, and reissue in part. Please
revise to state the
respective rights and obligations of each party, and tell us whether
the agreement is
represented by a written agreement.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
January 19,NameNext.e.GO
2023 B.V.
January
Page 4 19, 2023 Page 4
FirstName LastName
e.GO's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources, page 220
11. We note on page 118 you disclose since November 19, 2022, the parties
of the credit
agreement related to the Bridge Financing are negotiating a
reservation of rights letter to
address e.GO s breach of certain conditions subsequent and other
covenants under the
credit agreement, a related standstill of Brucke Funding LLC and
Brucke Agent LLC, and
the restructuring of the Bridge Financing Fixed Payment. We also note
it appears you did
not receive the third and fourth tranche of the bridge financing in
October and November
totaling approximately $11.25 million as previously indicated. Please
revise the e.GO's
liquidity and capital resource section to discuss the nature of e.GO's
breach of certain
conditions and other covenants under the credit agreement and what
impact, if any, this
had on e.GO's liquidity and results of operations, including its
ability to drawn down on
other loans or obtain new or additional debt.
General
12. Please provide us with any correspondence between Citi and e.Go
relating to Citi's
resignation. Note that this comment is not limited to paper
correspondence.
13. Disclose the second sentence of your response to prior comment 3.
14. Please tell us why you have not yet included the fairness opinion from
Northland,
considering that it was provided on July 27, 2022. In this regard,
please tell us if there
have been any material changes in operations or performance or in any
of the projections
or assumptions upon which the financial advisor based its opinion
since the delivery of the
opinion. If there have been material changes, provide disclosure about
those changes and
whether the board believes the opinion remains valid.
15. Please revise to include a risk factor related to the federal forum
provision mentioned on
page 255.
16. Please update your compensation disclosure included on page 252 to be
as of December
31, 2022.
17. Please describe what relationship existed between Citi and the SPAC
after the close of the
IPO, including any financial or merger-related advisory services
conducted by Citi. For
example, clarify whether Citi had any role in the identification or
evaluation of business
combination targets.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
January 19,NameNext.e.GO
2023 B.V.
January
Page 5 19, 2023 Page 5
FirstName LastName
18. Please provide us with a letter from Citi stating whether it agrees
with the statements
made in your prospectus related to their resignation and, if not,
stating the respects in
which they do not agree. Please revise your disclosure accordingly to
reflect that you have
discussed the disclosure with Citi and it either agrees or does not
agree with the
conclusions and the risks associated with such outcome. If Citi does
not respond, please
revise your disclosure to indicate you have asked and not received a
response and disclose
the risks to investors. Additionally, please indicate that Citi
withdrew from its role as and
forfeited its fees and that the firm refused to discuss the reasons
for its resignation and
forfeiture of fees, if applicable, with management. Clarify whether
Citi performed
substantially all the work to earn its fees.
19. If approval of each proposal is now assured, revise to state so
directly on your cover page.
20. We note the DEFA14As dated December 16 and 19, 2022 filed by the SPAC,
which
stated that the Extension Meeting would be adjourned if more than 2
million shares were
presented for redemption. Considering that more than 20 million shares
were presented
for redemption, please tell us why the Extension Meeting was not
adjourned.
21. We note that a substantial number of your outstanding shares were
redeemed in
connection with the Extension Amendment, but the shareholders
nevertheless approved
the amendment. In light of your disclosures on pages 77-78 and
elsewhere, please revise
to disclose any arrangements, understandings, agreements or
discussions between the
SPAC, target or affiliates thereof and the shareholders who voted for
the Extension
Amendment.
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