United States securities and exchange commission logo
July 12, 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
Registration Statement on Form F-4
Filed June 26, 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 June
16, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 197
1. We note your response
to prior comment 2 and your revised disclosures in the
introductory paragraph
and footnote (11) related the pro forma balance sheet. Your
disclosure in the
introductory paragraph states that pro forma balance sheet gives effect to
the Business
Combination as if it had been consummated on December 31, 2022, but the
additional shareholder
and other loans received after the reporting period do not appear to
be related to the
business combination transaction. Please revise your disclosure to
provide similar
information for the shareholder and other loans. Additionally, your
response to prior
comment 2 and revised disclosures do not appear to reflect the IP Note.
Please revise
accordingly.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
July NameNext.e.GO B.V.
12, 2023
July 12,
Page 2 2023 Page 2
FirstName LastName
2. Please revise your introductory paragraph to include the periods for
which the pro forma
income statement information is presented and an explanation of what
the pro forma
income statement shows (e.g. to give effect to the business
combination as if it had been
consummated as of the earliest period presented) Additionally, revise
to provide an
explanation how the transactions involving the shareholder loans and
the IP Note have
been reflected in the pro forma income statement.
Adjustment (11), page 203
3. We note your disclosure stating that e.GO expects to receive net
proceeds in an amount of
approximately [48] million as a result of the successful
closing of the IP Note. This
disclosure appears to related to adjustment (12) rather than (11). If
true, please revise
accordingly.
Adjustment (12), page 204
4. Please revise to disclose whether the closing of the IP Note and
receiving the net proceeds
of 48 million is probable of occurring. If not, please explain why
you believe this
transaction should be reflected in your pro forma financial
information. Refer to Rule 11-
01 of Regulation S-X.
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. We note your response to prior comment 5 and revised disclosure on
F-59. Please revise
your disclosure to clarify the nature of the arrangement and
relationship between (1) the
IP Note term sheet you signed with Traust Structured, LLC and Two
River Ventures,
LLC; and (2) the complementary term-sheet to the IP Note you signed
with Painted Sky
Partners (acting as the investor). In this regard, explain how the
complementary term-
sheet you entered affects the amount you expect to receive from the IP
Note.
Exhibits
6. Exhibit 5.1 does not appear to include counsel's opinion regarding the
warrants that will
be issued. Please file a revised opinion.
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
Ali Vezvaei
Next.e.GO B.V.
July 12, 2023
FirstName
Page 3 LastNameAli Vezvaei
Comapany NameNext.e.GO B.V.
Office of Manufacturing
July 12, 2023 Page 3
cc: Clemens Rechberger
FirstName LastName