Next.e.GO Mobile SE and Athena Consumer Acquisition Corp. Announce Athena’s Stockholders’ Approval of the Proposed Business Combination
02 Octubre 2023 - 12:11PM
Business Wire
Next.e.GO Mobile SE (“e.GO”) and Athena Consumer Acquisition
Corp. (“ACAQ”), a publicly-traded special purpose acquisition
company, today announced that their previously announced business
combination (“Business Combination”) among e.GO, ACAQ, 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”) was approved at
ACAQ’s special meeting of stockholders (the “Special Meeting”) held
on September 29, 2023.
Based on the approval received at the Special Meeting, the
Business Combination is expected to be consummated as soon as
practicable following the satisfaction or waiver of the remaining
closing conditions, including the condition that the shares of
TopCo as the combined company will have been approved for listing
on the Nasdaq Stock Market LLC (“Nasdaq”), subject only to official
notice of issuance thereof. Following the closing of the Business
Combination, the shares of TopCo are expected to begin trading on
Nasdaq under the symbol “EGOX”.
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.
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.
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 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; (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
ability of Athena or the combined company to issue equity or
equity-linked securities in the future; (xi) the ability of e.GO
and Athena to raise interim financing in connection with the
Business Combination; (xii) the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; (xiii) the risk that the proposed Business
Combination disrupts current plans and operations as a result of
the announcement and consummation, (xiv) costs related to the
Business Combination, (xv) the impact of the global COVID-19
pandemic and (xvi) 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231002139810/en/
Next.e.GO Mobile SE 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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