United States securities and exchange commission logo
September 15, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstra e 1
52068 Aachen, Germany
Re: Next.e.GO B.V.
Amendment No. 7 to
Registration Statement on Form F-4
Filed September 11,
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 31, 2023 letter.
Amendment No. 7 to Registration Statement on Form F-4
Adjustment (13.2), page 213
1. We note your response
to prior comment 2 related to the unvested earnout for 20,000,000
TopCo Shares. Please
explain in detail your basis for considering this earn-out as share-
based payments with
equity classification, citing specific guidance that was applied. As
part of your response,
tell us your consideration of the guidance outlined in IAS 32 and
the reason(s) for why
the earn-out does not meet the definition of a financial liability and
should not be
classified accordingly within your financial statements.
Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
B.V.
Comapany 15,
September NameNext.e.GO
2023 B.V.
September
Page 2 15, 2023 Page 2
FirstName LastName
Adjustment (15), page 213
2. We note from your response to prior comment 2 related to the issuance
of 3,000,000
TopCo shares pursuant to the Settlement Agreement with the parties to
the Bridge
Financing you have recorded a financial instrument for the fair value
of TopCo shares in
excess of $3 million as a financial instrument. We also note that the
Company will not
receive any payment from the lender unless the lender decides to sell
its shares for a net
proceeds above $3 million. In this regard, please tell us in greater
detail why you believe it
is appropriate to classify the excess on the balance sheet (i.e.
financial instrument) and
provide your basis for doing so, including the authoritative
accounting guidance which
supports your treatment. As part of your response, also tell us what,
if any, other views
were considered by management as part of determining the appropriate
treatment.
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