United States securities and exchange commission logo
March 2, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Amendment No. 2 to
Confidential Draft Registration Statement on Form F-4
Submitted February
15, 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.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
TopCo, page 29
1. We note from your
disclosures financial statements of TopCo have not been included in
the filing. We further
note the registrant will succeed to a business for which financial
statements are included
in the Form F-4 and the transaction involves a shell company. In
this regard, please
file the financial statements of Topco pursuant to Item 14(h) of Form F-
4, or tell us why it is
not required. To the extent, the registrant is a foreign private issuer,
has not commenced
operations, and has been in existence for less than a year, only an
audited balance sheet
that is no more than nine months old may be filed.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
March NameNext.e.GO B.V.
2, 2023
March2 2, 2023 Page 2
Page
FirstName LastName
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 Transaction Accounting Adjustments
Earnings/(Loss) per Share, page 199
2. We note your revised disclosures in response to prior comment 8.
Please address the
following comments related to your pro forma EPS disclosures:
The pro forma weighted average shares outstanding used in your pro
forma net loss
per share (basic) on page 196 do not appear to agree with those
disclosed on page
199. Revise to resolve the inconsistency.
Revise to disclose reconciliations of the pro forma weighted
average shares
outstanding (basic) presented on page 196.
The pro forma weighted average shares outstanding used in your pro
forma net loss
per share basic and diluted on page 199 appears to include
dilutive shares such as
warrants and earn-out shares. Please revise to exclude dilutive
shares from your pro
forma net loss per share (basic) calculation. Also, to the extent
these shares were anti-
dilutive for the periods presented, please exclude those shares
from the pro forma net
loss per shares (diluted) calculation and disclose them
separately in your disclosure.
Customer Service, page 209
3. We note your response to prior comment 10, and the corresponding
disclosure. If the
written agreement with Bosch is material to your business, please file
it as an exhibit to
this registration statement.
Notes to Condensed Financial Statements of Athena Consumer Acquisition Corp.
Note 8. Fair Value Measurements, page F-90
4. Your disclosures appear to indicate that, pursuant to the Forward
Purchase Agreement,
Athena agreed to pay Vellar certain consideration for purchasing
redeemed or to be
redeemed shares from Athena Stockholders or from Athena, which
approximate or exceed
the amount paid by Vellar to purchase the shares under the agreement,
while Vellar is not
required to forfeit any of its purchased shares. Please tell us your
basis for utilizing the
Put Model Option and related assumptions used to determine the
liability amount.
General
5. We note your response to prior comment 12. Please advise us as to
where you filed the
correspondence you noted.
6. Please expand your response to prior comment 20 to clarify when the
20.9 million
redeemed shares were presented for redemption relative to the meeting.
We note that your
proxy materials indicate that the deadline for shareholders to
exercise their right to redeem
was two business days prior to the meeting. Given this, it is unclear
how, as indicated in
your response, greater than 2 million shares had not been presented
for redemption or,
alternatively, had been submitted for redemption and reversed.
Ali Vezvaei
Next.e.GO B.V.
March 2, 2023
Page 3
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,
FirstName LastNameAli Vezvaei
Division of Corporation
Finance
Comapany NameNext.e.GO B.V.
Office of Manufacturing
March 2, 2023 Page 3
cc: Clemens Rechberger
FirstName LastName