Athena Consumer Acquisition Corp. (the “Company”)(NYSE:
ACAQ), a publicly traded special purpose acquisition company, today
announced that, upon the consummation of its previously announced
proposed business combination (the “Business Combination”) with
Next.e.GO Mobile SE (“e.GO”), it intends to voluntarily delist its
Class A common stock, units and public warrants from the NYSE
American LLC (“NYSE American”), subject to the satisfaction or
waiver, as applicable, of all closing conditions in connection with
the Business Combination. The Company’s Class A common stock, units
and public warrants will continue to trade on the NYSE American
under the symbols “ACAQ,” “ACAQ.U” and “ACAQ WS,” respectively,
until the consummation of the Business Combination.
The Company’s decision to voluntarily delist its Class A common
stock, units and public warrants from the NYSE American is due to
the fact that upon the consummation of the Business Combination,
the Company will become a wholly owned subsidiary of Next.e.GO
B.V., a Dutch private limited liability company and a wholly-owned
subsidiary of e.GO (“TopCo”) and TopCo’s ordinary shares are
expected to be traded on the Nasdaq Stock Market LLC (“Nasdaq”)
under the new symbol “EGOX,” subject to the closing of the Business
Combination and the fulfillment of all applicable listing
requirements of Nasdaq.
In compliance with applicable NYSE American rules, the Company
has provided the NYSE American notice of its intent to delist its
Class A common stock from the NYSE in connection with the Business
Combination and planned listing by TopCo of its ordinary shares
Nasdaq. The contemplated actions described herein are subject to
the consummation of the Business Combination and fulfilment of all
applicable Nasdaq listing requirements, as applicable.
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.
Additional Information about the Business Combination
and Where to Find It
In connection with the proposed Business Combination, TopCo has
filed with the SEC a registration statement on Form F-4 on March
13, 2023 (as amended, the “Registration Statement”), which includes
a proxy statement/prospectus, and certain other related documents.
The Registration Statement has been declared effective by the SEC
on September 22, 2023. The definitive proxy statement/final
prospectus has been mailed to stockholders and warrant holders of
Athena of record as of August 28, 2023. Athena’s stockholders,
warrant holders and other interested persons are advised to read
the definitive proxy statement/prospectus and any amendments
thereto, as these will contain important information about the
Business Combination and the parties to the Business Combination.
Stockholders and warrant holders will also be able to obtain copies
of the proxy statement/prospectus and other documents filed with
the SEC that has been 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”, “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 or warrant holders 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.
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 CONTACT:
Libbie WilcoxBevel PRAthena@bevelpr.com
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