United States securities and exchange commission logo
August 31, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Amendment No. 5 to
Registration Statement on Form F-4
Filed August 25,
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
August 22, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed August 25,
2023
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 - Transaction Accounting Adjustments, page 209
1. You state in the
introductory paragraph "the Unaudited Pro Forma Condensed Combined
Financial Information
gives effect to adjustments required to convert Athena s historical
financial information
to IFRS and its reporting currency to Euros." In this regard, we note
you removed footnote
(b) and all related adjustments that reflected the differences
between US GAAP and
IFRS with respect to warrant classification. Please explain why
you no longer believe
such adjustments were required when it appears the Athena
Warrants on the balance
sheet as of December 31, 2022 did not meet equity classification
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany
August 31, NameNext.e.GO
2023 B.V.
August
Page 2 31, 2023 Page 2
FirstName LastName
and were subject to liability classification under IAS 32 and any
change in fair value
would have been recognized in the statement of operations. We note you
also removed
the change in fair value from the date of issuance to December 31,
2022 of 13.0 million
from accumulated deficit of Athena as of December 31, 2022.
2. We refer you to footnotes (13), (15) and (16) to the unaudited pro
forma condensed
combined balance sheet as of December 31, 2022. In each of the
transactions described in
the footnotes, we note you have valued TopCo shares with a nominal
value of 0.12 per
TopCo share. Please tell us why you believe using the nominal value in
each of these
transactions is appropriate and explain your basis for doing so.
Additionally, we note you
have changed the terms of the Earn-out Agreement in the BCA such that
10,000,000
shares of the 30,000,000 TopCo shares will issuable at closing and
vest
immediately. Please tell us how you have accounted for the Earn-out
Agreement in the pro
forma financial statements and the immediate vesting of the 10,000,000
TopCo shares.
Earnings/(Loss) per Share, page 213
3. We note that your pro forma EPS calculation reflects the 10,000,000
Earn-Out shares that
will vest immediately as of Closing. However, your disclosure in
footnote (4) of the pro
forma EPS calculation table indicates that such shares are excluded
from the weighted
average shares outstanding basic and diluted number. Please revise
to resolve this
inconsistency.
General
4. We note that you are now proposing an exchange where holders of
warrants will receive
shares of common stock. Considering this change, please tell us how
your fee table
registers each class of security you intend to issue and an accurate
number of shares. We
note, for example, that note 2 to the fee table does not include
shares to be issued in
exchange for the warrants. Please also tell us how you determined not
to file revised tax
and legality opinions in connection with this change, rather than
undated, "form" of
opinions. It appears these opinions should be updated and refiled to
account for this
change.
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
Ali Vezvaei
Next.e.GO B.V.
FirstName
August 31, LastNameAli
2023 Vezvaei
Comapany
Page 3 NameNext.e.GO B.V.
August 31, 2023 Page 3
cc: Clemens Rechberger
FirstName LastName