SEC Comment Letter 0000000000-23-009642 to Next.e.GO N.V. (EGOXF) (CIK 0001942808)
Next.e.GO N.V. (EGOXF) (CIK 0001942808)
Date: Aug. 31, 2023 · CIK: 0001942808 · Accession: 0000000000-23-009642
AI Filing Summary & Sentiment
File numbers found in text: 333-270504
Letter
United States securities and exchange commission logo August 31, 2023 Ali Vezvaei Chairperson Next.e.GO B.V. Lilienthalstraße 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
FirstName LastNameAli Vezvaei Comapany NameNext.e.GO B.V. August 31, 2023 Page 2 FirstName LastNameAli Vezvaei Next.e.GO B.V. August 31, 2023 Page 2 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
FirstName LastNameAli Vezvaei Comapany NameNext.e.GO B.V. August 31, 2023 Page 3 FirstName LastName Ali Vezvaei Next.e.GO B.V. August 31, 2023 Page 3 cc: Clemens Rechberger
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United States securities and exchange commission logo
August 31, 2023
Ali Vezvaei
Chairperson
Next.e.GO B.V.
Lilienthalstraße 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
FirstName LastNameAli Vezvaei
Comapany NameNext.e.GO B.V.
August 31, 2023 Page 2
FirstName LastNameAli Vezvaei
Next.e.GO B.V.
August 31, 2023
Page 2
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
FirstName LastNameAli Vezvaei
Comapany NameNext.e.GO B.V.
August 31, 2023 Page 3
FirstName LastName
Ali Vezvaei
Next.e.GO B.V.
August 31, 2023
Page 3
cc: Clemens Rechberger