Next.e.GO Mobile SE (“e.GO”) and Athena Consumer Acquisition
Corp. (“Athena”) today announced the completion of their previously
announced business combination (the “Business Combination”) among
e.GO, Athena, Next.e.GO B.V., a wholly-owned subsidiary of e.GO to
be converted into an N.V. at closing (“TopCo”), and Time is Now
Merger Sub, Inc., a wholly-owned subsidiary of TopCo (“Merger
Sub”). The listed company following the Business Combination is
TopCo, and its shares will commence trading on the Nasdaq Stock
Market LLC (“Nasdaq”) under the ticker symbol “EGOX,” on October
20, 2023.
The announcement of the completion of the Business Combination
comes after Athena’s shareholders voted to approve the transaction
on September 29, 2023. As a result of the Business Combination,
Athena became a wholly owned subsidiary of e.GO and Athena’s units,
Class A Common Stock and warrants are expected to be delisted from
the NYSE American LLC, with trading suspended before market open on
October 20, 2023.
Ali Vezvaei, Chairman of e.GO, said: “Completing our
business combination, despite global macro and market dynamics is
an encouraging step forward for e.GO. Becoming a listed company and
having access to the capital markets will further support our
mission and help provide us with the opportunity to advance our
growth strategy.
The world needs innovative solutions to drive the energy
transition and electrify the urban e-mobility. This is where we are
focused, leveraging our disruptive production technology to bring
convenience, practicality, and affordability to everyday urban
e-mobility.”
Isabelle Freidheim, Chairman of Athena, said: "We are
proud to have reached another milestone as Athena Consumer has
brought e.GO, the esteemed German electric carmaker, public. We
remain resolute in our commitment to fostering innovation,
supporting our partner companies, and driving progress to reshape
the future, redefine industry standards, and establish e.GO as a
prominent global force."
Additional information about the transaction, including a copy
of the business combination agreement and its amendments, is
available in Athena’s Current Reports on Form 8-K, filed on July
28, 2022, and October 3, 2022, July 6, 2023, July 19, 2023, August
8, 2023 and September 12, 2023 with the Securities and Exchange
Commission (“SEC”) at www.sec.gov.
More information about the transaction is available in TopCo’s
final prospectus in relation to the Business Combination filed on
September 22, 2023 with the SEC at www.sec.gov.
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.
About Athena Consumer Acquisition Corp.
Athena is a special purpose acquisition company (“SPAC”). 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.
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,” “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. 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) failure to realize the anticipated benefits of the
Business Combination; (iii) risks relating to the uncertainty of
the projected financial information with respect to e.GO; (iv)
future global, regional or local economic and market conditions;
(v) the development, effects and enforcement of laws and
regulations; (vi) e.GO’s ability to grow and achieve its business
objectives; (vii) the effects of competition on e.GO’s future
business; (viii) the ability of TopCo to issue equity or
equity-linked securities in the future; (ix) the outcome of any
potential litigation, government and regulatory proceedings,
investigations and inquiries (x) costs related to the Business
Combination, and (xi) those factors discussed below under the
heading “Risk Factors” and in the documents filed, or to be filed,
by Athena and Topco with the SEC. Additional risks related to
e.GO’s business include, but are not limited to: the market’s
willingness to adopt electric vehicles; volatility in demand for
vehicles; e.GO’s dependence on the proceeds from the contemplated
Business Combination and other external financing to continue its
operations; significant challenges as a relatively new entrant in
the automotive industry; e.GO’s ability to control capital
expenditures and costs; cost increases or disruptions in supply of
raw materials, semiconductor chips or other components; breaches in
data security; e.GO’s ability to establish, maintain and strengthen
its brand; e.GO’s minimal experience in servicing and repairing
vehicles; product recalls; failure of joint-venture partners to
meet their contractual commitments; unfavorable changes to the
regulatory environment; risks and uncertainties arising from the
acquisition of e.GO’s predecessor business and assets following the
opening of insolvency proceedings over the predecessor’s assets in
July 2020; and e.GO’s ability to protect its intellectual property.
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 TopCo, e.GO nor
Athena presently know or that TopCo, 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 TopCo’s. e.GO’s and
Athena’s expectations, plans or forecasts of future events and
views as of the date of this communication. TopCo, e.GO and Athena
anticipate that subsequent events and developments will cause
TopCo’s, e.GO’s and Athena’s assessments to change. However, while
TopCo, e.GO and Athena may elect to update these forward-looking
statements at some point in the future, TopCo, e.GO and Athena
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing TopCo’s, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231019920676/en/
e.GO For Investors: Timo Wamig ir@e-go-mobile.com
For Media: Dan Brennan ICR, Inc. eGOPR@icrinc.com
Athena Consumer Acquisition Corp. For Media &
Investors: Libbie Wilcox Bevel PR athena@bevelpr.com
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