Next.e.GO Mobile SE entered into a definitive agreement to acquire Athena Consumer Acquisition Corp. (NYSE:ACAQ) from Athena Consumer Acquisition Sponsor LLC and others for approximately $790 million in a reverse merger transaction on July 28, 2022. Athena will issue to the holders of e.GO's equity securities and convertible loan lenders of e.GO an aggregate of 79,019,608 newly issued ordinary shares, par value $10.20 per share, 30 million of such shares will be unvested and subject to an earn-out. Transaction would result in e.GO becoming a publicly listed company on the New York Stock Exchange (the “NYSE”). Combined company expected to be listed on NYSE under the ticker “EGOX”. The pro forma implied enterprise value of the combined company is $913 million. All e.Go shareholders rolling 100% of their equity and expected to own a pro forma equity ownership of 71.8% excluding the effects of warrants in the combined company. The Board of Directors of the combined company will include representation from e.GO and Athena and will be chaired by Ali Vezvaei. In the event that the Business Combination Agreement is terminated by e.GO or Athena pursuant to an Athena Breach Termination Event or e.GO Breach Termination Event, respectively, the breaching party will be required to pay the non-breaching party a $3 million termination fee upon termination.

The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the approval of the Business Combination by Athena's stockholders, consents of the e.GO Shareholders and the effectiveness of the registration statement on Form F-4 (the “ Registration Statement ”) to be filed by TopCo in connection with the Business Combination. The other conditions to consummate the Business Combination include, that as of the Closing, the amount of cash available from (i) Athena's trust account (the “ Trust Account ”), after deducting any amounts required to satisfy Athena's obligations to its stockholders that exercise their rights to redeem their shares of Athena Class A Common Stock pursuant to Athena's amended and restated certificate of incorporation (but prior to the payment of any deferred underwriting commissions being held in the Trust Account and any of Athena's transaction expenses), (ii) any proceeds that may be obtained under a promissory note that may be issued by e.GO to a third-party lender to be secured by certain liens on certain of the intellectual property of e.GO (the “ IP Note ”), (iii) up to $50 million in proceeds that may be obtained by e.GO in a private financing prior to the Closing (the “ Interim Financing ”), (iv) any proceeds that may be available under a promissory note that may be issued by e.GO to a committed equity facility or standby equity purchase agreement provider as an advance under such a facility or agreement that may be obtained by e.GO prior to the Closing, and (v) any proceeds received by e.GO from any other debt, convertible, structured equity or equity financing, is equal to at least $50 million (the “ Minimum Cash Condition ”). As of March 31, 2022, the Trust Account held assets of approximately $234.6 million. The other conditions to Athena's obligation to consummate the Business Combination include the entire loan amount granted to e.GO under existing convertible loan agreements; the Registration Rights Agreement duly executed by the Sponsor. The transaction has been unanimously approved by the boards of directors of Athena and e.GO. As of December 15, 2022, Athena Consumer Acquisition to reconvene the Special Meeting to December 21, 2022. The transaction is expected to close in early 2023. The shareholders meeting of ACAQ is scheduled on December 16, 2022 to vote on the proposal to amend ACAQ's Amended and Restated Certificate of Incorporation, as amended (our “charter”) to extend the date by which ACAQ must consummate a business combination from January 22, 2023 to July 22, 2023. As of February 17, 2023, the Board of Directors of ACAQ elected to extend the date by which Athena has to consummate a business combination from February 22, 2023 to March 22, 2023.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as financial and capital markets advisors to Athena. Morgan, Lewis & Bockius LLP served as legal counsel to CCM. Clemens Rechberger of Sullivan & Cromwell LLP served as legal counsel to Next.e.Go Mobile SE. Daniel Nussen, Morgan Hollins and Joel Rubinstein of White & Case LLP served as legal counsels to Athena and Athena Consumer Acquisition Sponsor LLC. Continental Stock Transfer & Trust Company acted as exchange agent to Athena. De Brauw Blackstone Westbroek P.C. acted as legal advisor to Athena Consumer Acquisition Corp. Morrow Sodali LLC acted as proxy solicitor to Athena Consumer and Morrow Sodali will receive a fee of $32,500 for the service.

Next.e.GO Mobile SE cancelled the acquisition of Athena Consumer Acquisition Corp. (NYSE:ACAQ) from Athena Consumer Acquisition Sponsor LLC and others in a reverse merger transaction on March 3, 2023.