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United States securities and exchange commission logo
December 1, 2023
Eelco Van Der Leij
Executive Director
Next.e.GO N.V.
Lilienthalstraße 1
52068 Aachen, Germany
Next.e.GO N.V.
Re:Next.e.GO N.V.
Registration Statement on Form F-1
Filed November 14, 2023
File No. 333-275553
Dear Eelco Van Der Leij:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form F-1 filed November 14, 2023
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
security. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds
associated with the exercises of the warrants are dependent on the stock price. As
applicable, describe the impact on your liquidity and update the discussion on the ability
of your company to fund your operations on a prospective basis with your current cash on
hand.

 FirstName LastNameEelco  Van Der Leij
 Comapany NameNext.e.GO N.V.
 December 1, 2023 Page 2
 FirstName LastNameEelco  Van Der Leij
Next.e.GO N.V.
December 1, 2023
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3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that all or most of the shares
being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the common stock.
Risk Factors, page 18
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price
is significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Management's Discussion and Analysis of Financial Condition, page 82
5.We note that the projected revenues for 2023 were €440.3 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination.  We also note the disclosure on page 135 of the Form F-4
regarding the changes in assumptions underlying the projections and that you believe
projected volumes for 2024 continue to be reasonable. We also note that your actual
revenues for the Six Months Ended June 30, 2023 was approximately €256,000. It appears
that you will miss your 2023 revenue projection and it appears you will also miss 2024
revenue projections. Please update your disclosure in Liquidity and Capital Resources,
and elsewhere, to provide updated information about the company’s financial position and
further risks to the business operations and liquidity in light of these circumstances.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that ND Group, B.V., a beneficial owner of over 45% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the selling securityholders acquired their shares, and the price that the

 FirstName LastNameEelco  Van Der Leij
 Comapany NameNext.e.GO N.V.
 December 1, 2023 Page 3
 FirstName LastName
Eelco  Van Der Leij
Next.e.GO N.V.
December 1, 2023
Page 3
public securityholders acquired their shares. Disclose that while the selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Gregory Herbers at 202-551-8028 or Geoffrey Kruczek at 202-551-3641
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Clemens Rechberger