Athena Consumer Acquisition Corp. (“
Athena”) (NYSE American:
ACAQ.U, ACAQ, ACAQ WS) announced today that it has called the
special meeting of its stockholders (the “
Special Meeting”)
for August 14, 2023, to, among other things, approve the proposed
business combination (the “
Business Combination”) among
Athena, Next.e.GO Mobile SE (“
e.GO”), Next.e.GO B.V., a
wholly-owned subsidiary of e.GO (“
TopCo”), and Time is Now
Merger Sub, Inc., a wholly-owned subsidiary of TopCo (“
Merger
Sub”). Stockholders of record as of the close of business on
July 7, 2023, the record date for the Special Meeting (the
“
Record Date”), will be entitled to vote their shares at the
Special Meeting either in person or by proxy. Notice of the Special
Meeting was mailed on July 24, 2023 to stockholders of record as of
the Record Date. The Special Meeting will be held virtually, at
https://www.cstproxy.com/athenaconsumerspac/2023.
In connection with the Special Meeting, eligible
stockholders of Athena who wish to exercise their redemption rights
must do so no later than 5:00 p.m. Eastern Time on August 10, 2023
by following the procedures specified in the definitive proxy
statement/prospectus for the Special Meeting, when available.
The closing of the Business Combination is
subject to approval by Athena’s stockholders and the satisfaction
of other customary closing conditions and is expected to close as
soon as practicable following the Special Meeting.
Additional Information about the Business
Combination and Where to Find It
In connection with the proposed Business
Combination, TopCo has filed with the U.S. Securities and Exchange
Commission (“SEC”) a registration statement on Form F-4 on
March 13, 2023 (as amended, the “Registration Statement”),
which includes a preliminary proxy statement/prospectus, and
certain other related documents, which will be both the proxy
statement to be distributed to holders of shares of Athena’s common
stock in connection with the Athena’s solicitation of proxies for
the vote by Athena’s stockholders with respect to the Business
Combination and other matters as may be described in the
Registration Statement, as well as the prospectus relating to the
offer and sale of the securities of TopCo to be issued in the
Business Combination.. The Registration Statement has not yet been
declared effective by the SEC. This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Athena will
send to its stockholders in connection with the Business
Combination. Athena’s stockholders and other interested persons
are advised to read the preliminary proxy statement/prospectus
included in the Registration Statement, the amendments thereto and,
when available, the definitive proxy statement/prospectus, as these
will contain important information about the Business Combination
and the parties to the Business Combination. The definitive
proxy statement/final prospectus will be mailed to stockholders of
Athena of record as of July 7, 2023 when available. Stockholders
will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: 442 5th
Avenue, New York, NY, 10018.
Participants in the Solicitation
Athena, e.GO, TopCo and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Athena’s stockholders in connection with
the Business Combination. Investors and security holders may obtain
more detailed information regarding the names and interests in the
Business Combination of Athena’s directors and officers in Athena’s
filings with the SEC, and such information and names of e.GO’s
directors and executive officers is also contained in the
Registration Statement, and is available free of charge from the
sources indicated above.
Forward Looking Statements
This communication includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”,
“intend”, “predict”, “should”, “would”, “predict”, “potential”,
“seem”, “future”, “outlook” or other similar expressions (or
negative versions of such words or expressions) that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding Athena, e.GO, and TopCo’s
expectations with respect to future performance and anticipated
financial impacts of the Business Combination, the satisfaction of
the closing conditions to the Business Combination, the level of
redemptions by Athena’s public stockholders, the timing of the
completion of the Business Combination and the use of the cash
proceeds therefrom. These statements are based on various
assumptions, whether or not identified herein, and on the current
expectations of Athena, e.GO, and TopCo’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions, and such
differences may be material. Many actual events and circumstances
are beyond the control of Athena, e.GO, and TopCo.
These forward-looking statements are subject to
a number of risks and uncertainties, including: (i) changes in
domestic and foreign business, market, financial, political and
legal conditions; (ii) the inability of the parties to successfully
or timely consummate the proposed Business Combination, including
the risk that any required regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed Business Combination or that the approval of the
stockholders of Athena or e.GO is not obtained; (iii) failure to
realize the anticipated benefits of the proposed Business
Combination; (iv) risks relating to the uncertainty of the
projected financial information with respect to e.GO; (v) the
outcome of any legal proceedings that may be instituted against
Athena and/or e.GO following the announcement of the Business
Combination; (vi) future global, regional or local economic and
market conditions; (vii) the development, effects and enforcement
of laws and regulations; (viii) e.GO’s ability to grow and achieve
its business objectives; (ix) the effects of competition on e.GO’s
future business; (x) the amount of redemption requests made by
Athena’s public stockholders; (xi) the ability of Athena or the
combined company to issue equity or equity-linked securities in the
future; (xii) the ability of e.GO and Athena to raise interim
financing in connection with the Business Combination; (xiii) the
outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; (xiv) the risk that the
proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation, (xv) costs
related to the Business Combination, (xvi) the impact of a
sustained outbreak of COVID-19 and (xvii) those factors discussed
under the heading “Risk Factors” and in the documents filed, or to
be filed, by Athena and TopCo with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements.
There may be additional risks that neither e.GO
nor Athena presently know or that e.GO and Athena currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect e.GO’s and Athena’s
expectations, plans or forecasts of future events and views as of
the date of this communication. e.GO and Athena anticipate that
subsequent events and developments will cause e.GO’s and Athena’s
assessments to change. However, while e.GO and Athena may elect to
update these forward-looking statements at some point in the
future, e.GO and Athena specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing e.GO’s and Athena’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
About Athena
Athena Consumer Acquisition Corp. (NYSE: ACAQ.U,
ACAQ, ACAQ WS), incorporated in Delaware, is a special purpose
acquisition company (“SPAC”) incorporated for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses or entities. Athena is the second SPAC
founded by Isabelle Freidheim, with Jane Park serving as Chief
Executive Officer, Jennifer Carr-Smith as President and Angy Smith
as Chief Financial Officer. All three Athena SPACs have been
comprised entirely of women founders, CEOs, board members and other
executives.
About e.GO
Headquartered in Aachen, Germany, e.GO designs
and manufactures battery electric vehicles for the urban
environment, with a focus on convenience, reliability and
affordability. e.GO has developed a disruptive solution for
producing its electric vehicles using proprietary technologies and
low cost MicroFactories, and has vehicles already on the road
today. e.GO is helping cities and their inhabitants improve the way
they get around and is making clean and convenient urban mobility a
reality. Visit https://www.e-go-mobile.com/ to learn more.
No Offer or Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an applicable
exemption from the registration requirements thereof.
MEDIA CONTACTS:Libbie WilcoxBevel
PRAthena@bevelpr.com
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