SEC Comment Letter 0000000000-23-002094 to Next.e.GO N.V. (EGOXF) (CIK 0001942808)
Next.e.GO N.V. (EGOXF) (CIK 0001942808)
Date: March 2, 2023 · CIK: 0001942808 · Accession: 0000000000-23-002094
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo March 2, 2023 Ali Vezvaei Chairperson Next.e.GO B.V. Lilienthalstraße 1 52068 Aachen, Germany Re:Next.e.GO B.V. Amendment No. 2 to Confidential Draft Registration Statement on Form F-4 Submitted February 15, 2023 CIK No. 0001942808 Dear Ali Vezvaei: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Confidential Draft Registration Statement on Form F-4 Summary of the Proxy Statement/Prospectus TopCo, page 29 1.We note from your disclosures financial statements of TopCo have not been included in the filing. We further note the registrant will succeed to a business for which financial statements are included in the Form F-4 and the transaction involves a shell company. In this regard, please file the financial statements of Topco pursuant to Item 14(h) of Form F- 4, or tell us why it is not required. To the extent, the registrant is a foreign private issuer, has not commenced operations, and has been in existence for less than a year, only an audited balance sheet that is no more than nine months old may be filed.
FirstName LastNameAli Vezvaei Comapany NameNext.e.GO B.V. March 2, 2023 Page 2 FirstName LastNameAli Vezvaei Next.e.GO B.V. March 2, 2023 Page 2 Notes to the Unaudited Pro Forma Condensed Combined Financial Statements Note 3 Transaction Accounting Adjustments Earnings/(Loss) per Share, page 199 2.We note your revised disclosures in response to prior comment 8. Please address the following comments related to your pro forma EPS disclosures: •The pro forma weighted average shares outstanding used in your pro forma net loss per share (basic) on page 196 do not appear to agree with those disclosed on page 199. Revise to resolve the inconsistency. •Revise to disclose reconciliations of the pro forma weighted average shares outstanding (basic) presented on page 196. •The pro forma weighted average shares outstanding used in your pro forma net loss per share – basic and diluted on page 199 appears to include dilutive shares such as warrants and earn-out shares. Please revise to exclude dilutive shares from your pro forma net loss per share (basic) calculation. Also, to the extent these shares were anti- dilutive for the periods presented, please exclude those shares from the pro forma net loss per shares (diluted) calculation and disclose them separately in your disclosure. Customer Service, page 209 3.We note your response to prior comment 10, and the corresponding disclosure. If the written agreement with Bosch is material to your business, please file it as an exhibit to this registration statement. Notes to Condensed Financial Statements of Athena Consumer Acquisition Corp. Note 8. Fair Value Measurements, page F-90 4.Your disclosures appear to indicate that, pursuant to the Forward Purchase Agreement, Athena agreed to pay Vellar certain consideration for purchasing redeemed or to be redeemed shares from Athena Stockholders or from Athena, which approximate or exceed the amount paid by Vellar to purchase the shares under the agreement, while Vellar is not required to forfeit any of its purchased shares. Please tell us your basis for utilizing the “Put Model Option” and related assumptions used to determine the liability amount. General 5.We note your response to prior comment 12. Please advise us as to where you filed the correspondence you noted. 6.Please expand your response to prior comment 20 to clarify when the 20.9 million redeemed shares were presented for redemption relative to the meeting. We note that your proxy materials indicate that the deadline for shareholders to exercise their right to redeem was two business days prior to the meeting. Given this, it is unclear how, as indicated in your response, greater than 2 million shares had not been presented for redemption or, alternatively, had been submitted for redemption and reversed.
FirstName LastNameAli Vezvaei Comapany NameNext.e.GO B.V. March 2, 2023 Page 3 FirstName LastName Ali Vezvaei Next.e.GO B.V. March 2, 2023 Page 3 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
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United States securities and exchange commission logo
March 2, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstraße 1
52068 Aachen, Germany
Re:Next.e.GO B.V.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-4
Submitted February 15, 2023
CIK No. 0001942808
Dear Ali Vezvaei:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Confidential Draft Registration Statement on Form F-4
Summary of the Proxy Statement/Prospectus
TopCo, page 29
1.We note from your disclosures financial statements of TopCo have not been included in
the filing. We further note the registrant will succeed to a business for which financial
statements are included in the Form F-4 and the transaction involves a shell company. In
this regard, please file the financial statements of Topco pursuant to Item 14(h) of Form F-
4, or tell us why it is not required. To the extent, the registrant is a foreign private issuer,
has not commenced operations, and has been in existence for less than a year, only an
audited balance sheet that is no more than nine months old may be filed.
FirstName LastNameAli Vezvaei
Comapany NameNext.e.GO B.V.
March 2, 2023 Page 2
FirstName LastNameAli Vezvaei
Next.e.GO B.V.
March 2, 2023
Page 2
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 Transaction Accounting Adjustments
Earnings/(Loss) per Share, page 199
2.We note your revised disclosures in response to prior comment 8. Please address the
following comments related to your pro forma EPS disclosures:
•The pro forma weighted average shares outstanding used in your pro forma net loss
per share (basic) on page 196 do not appear to agree with those disclosed on page
199. Revise to resolve the inconsistency.
•Revise to disclose reconciliations of the pro forma weighted average shares
outstanding (basic) presented on page 196.
•The pro forma weighted average shares outstanding used in your pro forma net loss
per share – basic and diluted on page 199 appears to include dilutive shares such as
warrants and earn-out shares. Please revise to exclude dilutive shares from your pro
forma net loss per share (basic) calculation. Also, to the extent these shares were anti-
dilutive for the periods presented, please exclude those shares from the pro forma net
loss per shares (diluted) calculation and disclose them separately in your disclosure.
Customer Service, page 209
3.We note your response to prior comment 10, and the corresponding disclosure. If the
written agreement with Bosch is material to your business, please file it as an exhibit to
this registration statement.
Notes to Condensed Financial Statements of Athena Consumer Acquisition Corp.
Note 8. Fair Value Measurements, page F-90
4.Your disclosures appear to indicate that, pursuant to the Forward Purchase Agreement,
Athena agreed to pay Vellar certain consideration for purchasing redeemed or to be
redeemed shares from Athena Stockholders or from Athena, which approximate or exceed
the amount paid by Vellar to purchase the shares under the agreement, while Vellar is not
required to forfeit any of its purchased shares. Please tell us your basis for utilizing the
“Put Model Option” and related assumptions used to determine the liability amount.
General
5.We note your response to prior comment 12. Please advise us as to where you filed the
correspondence you noted.
6.Please expand your response to prior comment 20 to clarify when the 20.9 million
redeemed shares were presented for redemption relative to the meeting. We note that your
proxy materials indicate that the deadline for shareholders to exercise their right to redeem
was two business days prior to the meeting. Given this, it is unclear how, as indicated in
your response, greater than 2 million shares had not been presented for redemption or,
alternatively, had been submitted for redemption and reversed.
FirstName LastNameAli Vezvaei
Comapany NameNext.e.GO B.V.
March 2, 2023 Page 3
FirstName LastName
Ali Vezvaei
Next.e.GO B.V.
March 2, 2023
Page 3
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