Next.e.GO Mobile SE entered into a letter of intent to acquire Athena Consumer Acquisition Corp. (NYSE:ACAQ) from Athena Consumer Acquisition Sponsor LLC and others in a reverse merger transaction on May 19, 2022. 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. As on June 29, 2023, Athena entered into second amendment to the agreement pursuant to which, each issued and outstanding share of Athena?s Class B common stock will be converted into 1.05 Next.e.GO B.V ordinary shares, or a conversion of 8,050,000 shares into 8,452,500 shares. As on August 25, 2023, Athena entered into fourth amendment pursuant to which each outstanding Athena Warrant will instead, subject to the approval of warrant holders of Athena, be cancelled and exchanged for 0.175 shares of Class A Common Stock, which will subsequently, in connection with the Closing, be exchanged for newly issued Next.e.GO B.V. Shares. Also, there is a Revised Form of Earn-out Agreement, pursuant to which Next.e.GO B.V will issue or cause to be issued to the e.GO Shareholders 30 million Earn-Out Shares at the Closing. 20 million of the Earn-Out Shares will be divided into four equal 5 million share tranches, with each tranche subject to immediate vesting and release of trading and voting restrictions if the trading price per Next.e.GO B.V Share at any point during the trading hours of a trading day is greater than or equal to $12.50, $15.00, $20.00 and $25.00, respectively. Transaction would result in e.GO becoming a publicly listed company on the New York Stock Exchange. 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 the breaching party will be required to pay the non-breaching party a $3 million termination fee upon termination.

The consummation of the transaction is subject to approval by Athena?s stockholders, consents of the e.GO Shareholders and the effectiveness of the registration statement on Form F-4 to be filed by Next.e.GO. The other conditions include, the amount of cash available from (i) Athena?s 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, (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, (iii) up to $50 million in proceeds that may be obtained by e.GO in a private financing prior to the Closing, (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 financing is equal to at least $50 million. The other conditions to Athena 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 September 22, 2023, the registration statement F-4 is declared effective. As of March 3, 2023, the Forward Purchase Agreement with Vellar Opportunity Fund SPV LLC ? Series 3 was terminated. The transaction is expected to close in early 2023. The shareholders meeting is scheduled on December 16, 2022 to vote on the proposal to extend the business combination date 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. As of April 20, 2023, board of directors of Athena decided to extend the date by which Athena must consummate an initial business combination from April 22, 2023 for an additional month, to May 22, 2023. As of May 22, 2023, board of directors of Athena decided to extend the date by which Athena must consummate an initial business combination from May 22, 2023 for an additional month, to June 22, 2023. As of June 21, 2023, board of directors of ACAQ decided to extend the date by which Athena must consummate an initial business combination from June 22, 2023 for an additional month, to July 22, 2023. As on June 29, 2023, pursuant to second amendment, such requirement with respect to lock-up agreement was reduced to restrict the sale or distribution of 75% of the pro forma share capital of e.GO. As of August 21, 2023, ACAQ announced that its board of directors decided to extend the business combination date from August 22, 2023 to September 22, 2023, and for that Athena Consumer Acquisition Sponsor, deposited $60,000 into Athena?s trust account. As of September 15, 2023, ACAQ to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 28, 2023. In connection with the adjournment of the Special Meetings, Athena has extended the deadline by which holders of Athena's shares of Class A common stock may request that Athena redeem all or a portion of such shares for cash if the Business Combination is consummated to September 26, 2023. As of September 29, 2023, Athena shareholders approved the transaction. As of September 21, 2023, Athena Board has elected to extend the date by which Athena has to consummate a business combination (the ?Deadline Date?) from September 22, 2023 for an additional month to October 22, 2023. Athena Consumer Acquisition Corp. called the special meeting of its stockholders for October 20, 2023 to approve a proposed amendment to Athena?s Amended and Restated Certificate of Incorporation, as amended, to provide Athena with the right to extend the date by which it must consummate a business combination up to three times for an additional one month each time, from October 22, 2023 to up to January 22, 2024.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC acted as financial advisor to Athena. Morgan, Lewis & Bockius LLP acted as legal counsel to CCM. Clemens Rechberger of Sullivan & Cromwell LLP acted as legal counsel to Next.e.Go Mobile SE. Morgan Hollins, Tobias Heinrich, Joel Rubinstein, Daniel Nussen, Scott Fryman, Yannick Adler, Thilo Diehl, Alexander Kiefner, Bodo Bender, Johannes Goossens, Sebastian Stuetze, David Smith, Anna Dold, Volodymyr Yakubovskyy, Matthias Kiesewetter, Tilman Kuhn and Thilo Wienke of White & Case LLP served as legal counsels to Athena and Sponsor. Continental Stock Transfer & Trust Company acted as exchange agent to Athena. Reinier Kleipool of De Brauw Blackstone Westbroek P.C. acted as legal advisor to Athena. Morrow Sodali LLC acted as proxy solicitor to Athena and Morrow Sodali will receive a fee of $30,000 for the service. Paul van der Bijl and Nina Kielman of NautaDutilh N.V. acted as legal advisors to Next.e.GO. Northland Securities acted as fairness opinion provider to Athena.

Next.e.GO Mobile SE completed the acquisition of Athena Consumer Acquisition Corp. (NYSE:ACAQ) from Athena Consumer Acquisition Sponsor LLC and others in a reverse merger transaction on October 19, 2023. The listed company following the Business Combination is N.V., and its shares will commence trading on the Nasdaq Stock Market LLC (?Nasdaq?) under the ticker symbol ?EGOX,? on October 20, 2023. 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.