United States securities and exchange commission logo
July 31, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Amendment No. 3 to
Registration Statement on Form F-4
Filed July 20, 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 July
12, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information, page 198
1. We note your revised
disclosure in response to our prior comment 1. As your pro forma
balance sheet appears
also to give effect to the Bridge Financing Settlement, please revise
your disclosure
accordingly.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 1 - Description of the Transactions, page 202
2. Please revise to
include a discussion of the specific debt transactions that have been
entered into subsequent
to the periods presented or will be entered into at closing of
the business
combination.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
July NameNext.e.GO B.V.
31, 2023
July 31,
Page 2 2023 Page 2
FirstName LastName
Adjustment (4), page 204
3. We note that you made an adjustment to increase APIC by 11,126,700.
However,
adjustment (3) reclassified the Athena common stock subject to
possible redemption to
permanent equity, including those shares redeemed as a result of the
extension meeting
held on July 19, 2023. In this regard, it appears the adjustment
should decrease rather than
increase APIC. Please revise accordingly.
Adjustment (15), page 205
4. Pursuant to the Bridge Financing Settlement Agreement, e.GO agreed to
cause TopCo to
issue and transfer 3,000,000 TopCo Shares to the lender. We note to
the extent that sales
of these shares by the lender result in net proceeds exceeding $3.0
million, the lender must
pay to TopCo the excess amounts. In this regard, please tell us your
planned accounting
treatment, including the relevant authoritative guidance you relied
upon in determining
your treatment and how you have reflected the share component of the
Settlement
Agreement in your pro forma financial statements.
Adjustment (5) and (6), page 205
5. We note adjustments (5) and (6) to the pro forma income statement
appear to reflect
interest expense recognized from January 1, 2023 to June 30, 2023 or
for six months. The
pro forma adjustment should give effect to interest expense as if the
notes were
outstanding as of the beginning of the period presented. In this
regard, the pro forma
adjustment should reflect interest expense for the entire year rather
than only six months.
Please revise accordingly.
Earnings/(Loss) per Share, page 206
6. We note from your table the amount of shares held by the Athena
Sponsor is 9,110,000 in
both scenarios. However, we also note from your disclosures on page 43
and elsewhere in
the filing TopCo Ordinary Shares to be held by the Athena Sponsor
following the closing
will 7,909,744 shares. Please revise your note to explain reason for
the difference. We
further note from disclosures contained elsewhere in the filing TCM
has earned up to
500,000 TopCo Ordinary Shares to be issued or transferred immediately
following the
closing of the business combination of which Athena Sponsor has agreed
to transfer
300,000 shares. Please revise your footnote to discuss the shares that
will be transferred or
forfeited by Athena Sponsor upon closing of the business combination
and how these
transactions have been accounted for in the pro forma EPS calculation.
7. We note your disclosures throughout the filing that claims under the
Convertible Loan
Agreements were converted into 17,026 common shares of e.GO (e.g.,
page 10, 126, and
233). Please revise to reflect this transaction in your pro forma EPS
and/or revise your
disclosure here to clarify that the number of shares issued to e.GO
Shareholders and
Lenders presented here reflect these converted shares.
Ali Vezvaei
Next.e.GO B.V.
July 31, 2023
Page 3
General
8. We note you amended the Athena Charter to eliminate the limitation that
Athena may not
redeem public shares in an amount that would cause Athena net tangible
assets to be less
than US $5,000,001 and have waived the condition that Athena shall not
consummate a
business combination unless Athena had net tangible assets of $5,000,001.
Please discuss
the risk that because of this, you may not meet NYSE listing standards,
and may then
become a penny stock. Please revise throughout to discuss the risk to you
and to investors
if your stock were to fall within the definition of a penny stock.
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
July 31, 2023 Page 3
cc: Clemens Rechberger
FirstName LastName