United States securities and exchange commission logo
March 29, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Registration
Statement on Form F-4
Filed March 13,
2023
File No. 333-270504
Dear Ali Vezvaei:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
TopCo, page 29
1. We note your response
to prior comment 1 regarding the application of the business
combination related
shell company definition to TopCo. Business combination related
shell company is a
shell company that is formed by an entity (that is not a shell company)
solely for the purpose
of completing a business combination transaction among one or
more entities other
than the shell company none of which is a shell company. As Athena
Consumer Acquisition
Corp. is a shell company, TopCo does not appear to qualify as a
business combination
related shell company. Please revise to file audited financial
statements of TopCo. 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
Ali Vezvaei
Next.e.GO B.V.
March 29, 2023
Page 2
balance sheet that is no more than nine months old may be filed.
Bridge Financing, page 36
2. Please update your disclosure to indicate the remaining portion of the
Bridge Financing in
the amount of $11,250,000 has not been disbursed, including the reason
why.
Background of the Business Combination, page 114
3. Refer to your added disclosure on page 121. Expand to clarify how,
notwithstanding the
changes you mention, Athena's board concluded that the business
combination is in the
best interests of Athena and its stockholders. Include specific
disclosure of the factors
considered, quantifying to the extent possible, and any analysis the
board conducted.
Changes in the assumptions, page 128
4. We note the disclosure added here. Please expand to quantify each of
the changes
mentioned in the first two bullet points and how those changes
impacted the projected
financial information.
Fairness Opinion of Northland, page 129
5. We note that there are changes in the assumptions underlying the
prospective financial
information since July 2022, and that you do not intend to ask
Northland for an updated
fairness opinion. Please disclose whether the Board believes the
fairness opinion remains
valid.
Proposal No. 1: The Business Combination Proposal
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 136
6. You state that a portion of the fee payable to IB Capital LLC is due
upon closing of the
business combination. Please clarify whether this is a contingent fee
arrangement, and if
so, provide a more detailed description of the terms.
Unaudited Pro Forma Condensed Combined Financial Information, page 195
7. Your disclosures indicate that, in connection with the Business
Combination, you expect
to enter into Earn-Out agreement prior to the Closing. We note that no
pro forma
adjustment has been reflected for the earn-out in the pro forma
financial
information. Please tell what consideration you gave to accounting for
the arrangement
FirstName LastNameAli Vezvaei
within your pro forma financial statements, other than in your pro forma
loss per share
Comapany NameNext.e.GO
calculation. As part ofB.V.
your response, provide us with your analysis and
cite the
March authoritative
29, 2023 Pageguidance
2 you relied upon in determining your treatment.
FirstName LastName
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
March NameNext.e.GO B.V.
29, 2023
March3 29, 2023 Page 3
Page
FirstName LastName
Unaudited Pro forma Combined Balance Sheet as of September 30, 2022, page 199
8. We note that you present Retained earnings and Accumulated
deficit line items on the
pro forma balance sheet. Please combine these line items into a single
line item, or explain
why you believe your current presentation is more appropriate. In this
regard, if the
current presentation is to show Athena s Accumulated deficit
separately, please revise
to reflect the adjustment (7) in Retained earnings .
9. We note subsequent to September 30, 2022 e.GO received shareholder
loans
totaling 17.965 million from nd industrial investments B.V. We also
note such loans
from nd industrial investments B.V. mature on the earlier of (i)
December 31, 2023 or
(ii) 4 weeks after closing of a public market transaction. In this
regard, please tell what
consideration you gave to the presentation of the additional
shareholder loans in the pro
forma financial statements as this information may be material to
investors in accordance
with Rule 11-01(a)(8) of Regulation S-X. As part of your response,
tell us whether you
plan to pay down or pay off any borrowings or loans using proceeds
from the transaction.
Adjustment (3) - Unaudited pro forma condensed combined statements of
operations, page 202
10. We note that your pro forma income statements for the year ended
December 31, 2021
and for the nine months ended September 30, 2022 give effect to the
Business
Combination as if it had been consummated on January 1, 2021. Please
tell us why you
believe the pro forma income statement for the nine months ended
September 30, 2022
should reflect the deemed listing cost, or revise to remove adjustment
(3) from this pro
forma income statement.
Note 3 Transaction Accounting Adjustments
Adjustment (6), page 202
11. We note Adjustment (6) does not reflect adjustment (b) which was made
to reflect the
impact of U.S. GAAP to IFRS conversion of Athena s Warrants. Please
revise to reflect
this conversion adjustment, or explain why you do not believe this
adjustment should be
reflected.
Earnings/(Loss) per Share, page 203
12. We note that the pro forma weighted average shares outstanding and
historical weighted
average shares outstanding used in your pro forma diluted loss per
share and Next.e.GO
Mobile SE s historical diluted loss per share for the period ended
September 30, 2022,
respectively, appear to include shares that are antidilutive. Please
exclude the shares that
are antidilutive from your diluted loss per share calculations and
disclose them separately
in your disclosure. Similar concerns apply to your presentation and
disclosures beginning
on page F-54.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
March NameNext.e.GO B.V.
29, 2023
March4 29, 2023 Page 4
Page
FirstName LastName
Financial statements of Next.e.GO Mobile SE for the period ended September 30,
2022
Report of Independent Registered Public Accounting Firm, page F-52
13. We note that the audit report refers to the financial statements as of
and for each of two
years in the period ended September 30, 2022 and December 31, 2021.
Please include a
revised audit report that refers to the periods consistent with those
presented in the
financial statements (e.g., for the nine months period ended September
30, 2022).
Going Concern, page F-60
14. You state that the Company has signed on February 09, 2023, a
term-sheet with Traust
Structured, LLC and Two River Ventures, LLC with a total cash intake
of up to c. USD
51.4 million (c. EUR 48.0 million) net of fees and financing costs.
However, the Funding
Events table on page F-100 does not appear to reflect this funding.
Please explain to us the
reason for the difference and revise your filing to fix this
inconsistency.
15. The Funding Events table on page F-100 indicates that the term-sheet
signed with Painted
Sky Partners provides funding of up to USD 75 million, which is
not clear from your
disclosure here. Please revise to clarify in your disclosure.
16. We note from your disclosures on page 52 and 60 that reservations are
not commitments
to purchase your products and are subject to cancellation by
customers. Please revise to
clarify here that these reservations are non-binding and cancellable.
Also revise the
disclosure under Information on the Group on page F-60 to
provide a similar
clarification.
Note. 9.3.1 Financing Arrangements, page F-92
17. We note on page 230-231 you disclose that the parties of the credit
agreement related to
the Bridge Financing are negotiating a reservation of rights letter to
address e.GO s failure
to deliver certain documents (such as certain follow-on security
documents) under the
credit agreement, a related standstill of Brucke Funding LLC and
Brucke Agent LLC, and
the restructuring of the Bridge Financing Fixed Payment. Please revise
your disclosure
here to include similar disclosure on page 230-231, and discuss
whether you expect to
receive the remaining $11.25 million, and if so, when it is expected
to be disbursed.
Exhibit 23.2, page II-3
18. We note that the auditor s consent related to the consolidated
financial statements of e.GO
only refers to the audit report dated March 9, 2023. Please also
obtain the consent for the
audit report dated October 26, 2022, or revise to remove the
standalone audited financial
statements and the related notes of e.GO for the year ended December
31, 2021, along
with the audit report dated October 26, 2022.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
March NameNext.e.GO B.V.
29, 2023
March5 29, 2023 Page 5
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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