United States securities and exchange commission logo
June 16, 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 June 1, 2023
File No. 333-270504
Dear Ali Vezvaei:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
29, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 195
1. We note from your
disclosures throughout the filing that the Forward Purchase Agreement
was terminated on March
3, 2023. Please reflect this termination in your pro forma
financial statements.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
June NameNext.e.GO B.V.
16, 2023
June 16,
Page 2 2023 Page 2
FirstName LastName
2. We note your response to prior comment 9 and revised presentation in
the pro forma
financial statements to reflect the additional shareholder loans.
However, these
transactions do not appear to be related to the business combination
transaction. In this
regard, please revise your introductory paragraph to include a
description of the
transactions involving the shareholder loan and the IP Note. Your
revised disclosure
should describe (i) each transaction for which pro forma effects is
being given, (ii) the
entities involved, (iii) the periods for which the pro forma financial
information is
presented, and (iv) an explanation of what the pro forma presentation
shows.
Unaudited Pro forma Condensed Combined Statement of Operations as of December
31, 2021,
page 198
3. Please remove the comparative pro forma condensed combined statement
of operations
for the year ended December 31, 2021, as a pro forma income statement
should not be
presented for more than one complete fiscal year, which in this case
is for the year ended
December 31, 2022. Refer to Article 11-02(c)(2) of Regulation S-X.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 Transaction Accounting Adjustments, page 201
4. We note your revised adjustment (7) offsets the entry made to
accumulated deficit with
retained earnings. This essentially has no effect on the balance sheet
as accumulated
deficit and retained earnings represent the same account; therefore,
the purpose of
this entry is unclear. Please combine the two accounts into a single
line item as your
current presentation is confusing. Your entry does not appear to
comply with IFRS 2 and
is not consistent with your explanation of adjustment (7) on page 202.
Please revise
accordingly.
Financial statements of Next.e.GO Mobile SE for the fiscal year ended December
31, 2022
Note 15. Events occurring after the reporting period, page F-58
5. Your revised disclosure states you signed a complementary term-sheet
to the IP Note with
Painted Sky Partners (acting as the investor) for the investment of up
to USD 75 million
into the IP Note. Please revise your disclosure to clarify the nature
of the arrangement and
its salient terms, including any features (e.g., redemption,
conversion, etc.) material to an
investor's understanding.
6. Additionally, we note the term-sheet with Traust Structured, LLC and
Two River
Ventures, LLC for an IP Note provides for a total volume of up to
USD 75
million. Please revise to clarify whether the agreement provides the
Company with the full
borrowing capacity of USD 75 million, or if the borrowing capacity
could be less and the
terms for determining the actual amount to be funded. In this regard,
tell us your basis for
reflecting the full USD 75 million in your pro forma financial
statements.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
June NameNext.e.GO B.V.
16, 2023
June 16,
Page 3 2023 Page 3
FirstName LastName
Note 17. Earnings per Share, page F-62
7. Please revise to present the diluted loss per share on the face of the
statement of profit and
loss on page F-4, and revise your notes to the consolidated financial
statements to comply
with the disclosures required by paragraph 70 of IAS 33.
Note 19. Segment Reporting, page F-62
8. Please revise your segment footnote to comply with the disclosure
requirements outlined
in paragraphs 22 and 31 of IFRS 8, as applicable.
General
9. Please tell us when you intend to file as exhibits the agreements
mentioned on page 230.
In this regard, we note the added disclosure regarding a share
subscription with GEM
Global. We also note the disclosures regarding the IP Note and
Yorkville.
10. We note the revisions to your disclosures beginning on page 146.
Please make
corresponding revisions to other sections of this document where you
discuss tax
consequences, such as pages 17 and 91, among other locations. Also, we
note tax
opinions have not yet been filed as exhibits. Please ensure that such
opinions address the
tax consequences of the redemption of securities, to the extent
material.
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