Next.e.GO Announces Business Combination with Athena Consumer Acquisition Corp.

NEW YORK & AACHEN, GERMANY–(Company WIRE)–Jul 28, 2022–

Next.e.GO Cell SE (“e.GO” or the “Company”), an impressive producer of urban electric automobiles dependent on disruptive generation techniques, and Athena Purchaser Acquisition Corp. (“Athena”) (NYSE: ACAQ.U, ACAQ, ACAQ WS) currently declared a definitive settlement for a small business blend (the “Transaction” or the “Business Combination”) that would outcome in e.GO turning out to be a publicly stated firm on the New York Inventory Trade (the “NYSE”).

This press release capabilities multimedia. Check out the entire launch listed here: https://www.businesswire.com/news/home/20220727006200/en/

e.wave X (Image: Small business Wire)

e.GO, headquartered in Aachen, Germany, develops, styles, manufactures and markets electric powered motor vehicles for the urban setting, focusing on advantage, practicality, simplicity of services and expense. This is attained by means of proven and disruptive innovations in car or truck style and design, material variety, a clever and flexible battery alternative as perfectly as a decentralized approach to generation combining minimal capex and a rather smaller sized environmental footprint in contrast to other producers.

The Organization achieves noticeably reduce overall expenditure fees as opposed to traditional car development and manufacturing solutions, by leveraging its in-dwelling producing procedures as nicely as its proprietary MicroFactory together with its tech-initially IT architecture (Internet of Production), which simplify the manufacturing method and demand significantly less cash invest for each device of output in contrast to classic methods.

In 2018, e.GO made its first MicroFactory in Aachen, Germany, and developed its battery electrical car system. The Organization subsequently commenced automobile generation in the 2nd fifty percent of 2021.

To date, e.GO has set above 1,000 of its cars on the highway and is at the moment working to expand its geographic arrive at and generation footprint. The Company’s 2nd MicroFactory in Southeast Europe is anticipated to get started design before the close of this 12 months. Every MicroFactory is able of generating about 30,000 vehicles for each year in a 3-shift environment.

The Company’s manufacturer ambassador, the Brazilian football sensation Neymar Jr, unveiled the 2022 design, the e.wave.x, in May perhaps 2022.

“The partnership we declared with Athena currently is a impressive milestone in e.GO’s journey,” reported Ali Vezvaei Chairman of the Board of e.GO. “This Transaction will enable us to accelerate our progress, expand our world attain, and keep on our observe record of disruptive innovation. e.GO has already manufactured a mark in Europe, where we have set up our very first MicroFactory in Germany, at the coronary heart of the automotive industry. We are properly positioned to capitalize on increasing worldwide mandates to decarbonize urban mobility, particularly in crowded and congested cities, while leveraging our special decentralized manufacturing technology and supplying economic worth insert to our host nations around the world and communities. By producing automobiles with emphasis on benefit, practicality and intelligent expert services, e.GO is earning the electric transformation of city mobility much easier and fewer highly-priced. Our autos deliver a exciting, exclusive and know-how-enabled experience to shoppers, although at the same time transforming the encounter of city mobility for the greater.”

“The Athena platform of SPACs is targeted on bringing tomorrow’s marketplace leaders to the public marketplaces today, and we believe e.GO has all the factors to deliver on that guarantee,” claimed Isabelle Freidheim, Chairman of the Board of Athena. “e.GO has leveraged the classes discovered in the EV motor vehicle manufacturing place we believe this allows e.GO to offer buyers and investors alike an industry regular placing value proposition. e.GO is carving out a thriving put in the EV market for its consumers, whilst at the identical time undertaking a persuasive reinvention of the producing approach. With EV business leadership determined over the future decade, e.GO is terribly nicely positioned to be at the forefront of this sector transformation.”

Transaction Overview

The Transaction is predicted to produce gross proceeds of up to around $285 million of funds, in advance of the affect of possible redemptions by Athena’s public stockholders, which will be made use of to fund functions and growth. The professional forma implied organization worth of the merged firm is $913 million. The implied pre-money market place capitalization of e.GO is around $800 million, like a share performance-primarily based earn-out for e.GO shareholders of 30 million shares.

Soon after the Transaction, e.GO’s management will keep on to execute on e.GO’s method and growth. The Board of Directors of the combined enterprise will incorporate illustration from e.GO and Athena and will be chaired by Ali Vezvaei.

The Transaction has been unanimously accepted by the boards of directors of Athena and e.GO. Completion of the proposed Transaction is issue to customary closing situations.

Additional details about the proposed Transaction, like a copy of the organization mix agreement and the trader presentation, will be presented in a Existing Report on Kind 8-K to be submitted by Athena with the U.S. Securities and Trade Fee (the “SEC”) and out there at www.sec.gov.

Advisors

Cohen & Company Cash Marketplaces, a division of J.V.B. Economical Team, LLC (“CCM”), served as fiscal and funds marketplaces advisors to Athena. Morgan, Lewis & Bockius LLP served as legal counsel to CCM. Sullivan & Cromwell LLP served as legal counsel to e.GO. White & Circumstance LLP served as lawful counsel to Athena.

Investor Meeting Get in touch with Information

e.GO and Athena will host a joint trader meeting call to discuss the proposed Transaction these days, July 28, 2022 at 8:30AM ET.

To listen to the well prepared remarks via phone from the U.S., dial 1-877-704-4453 and an operator will help you. Worldwide buyers may possibly hear to the contact by dialing 1-201-389-0920. A telephone replay will be accessible by dialing 1-844-512-2921 if in the U.S, and by dialing 1-412-317-6671 from exterior the U.S. The PIN for accessibility to the replay is 13732025. The replay will be obtainable through August 11, 2022.

About e.GO

e.GO, headquartered in Aachen, Germany, patterns and manufactures battery electric powered vehicles for the city setting, with a emphasis on benefit, trustworthiness and affordability. e.GO has developed a disruptive remedy for developing its electric vehicles using proprietary systems and small expense MicroFactories, and has automobiles already on the street right now. e.GO is helping towns and their inhabitants boost the way they get all around and is creating clean up and convenient urban mobility a fact.

Go to https://www.e-go-mobile.com/ to find out far more.

About Athena Customer Acquisition Corp.

Athena Client Acquisition Corp. is the 2nd SPAC founded by Isabelle Freidheim, with Jane Park serving as CEO, Jennifer Carr-Smith as President and Angy Smith as CFO. All three Athena SPACs are comprised solely of women of all ages founders, CEOs, board users and other executives.

Crucial Info about the Company Blend and Exactly where to Obtain It

In connection with the Enterprise Blend, Subsequent.e.GO N.V. (“TopCo”) intends to file with the SEC a registration assertion on Form F-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. Athena will mail a definitive proxy statement/remaining prospectus and other related files to its stockholders. This communication is not a substitute for the Registration Statement, the definitive proxy assertion/closing prospectus or any other doc that Athena will ship to its stockholders in connection with the Business enterprise Blend. Buyers and security holders of Athena are encouraged to read through, when obtainable, the proxy statement/prospectus in relationship with Athena’s solicitation of proxies for its unique conference of stockholders to be held to approve the Business enterprise Blend (and similar issues) simply because the proxy assertion/prospectus will incorporate important details about the Business enterprise Mixture and the parties to the Business Blend. The definitive proxy assertion/last prospectus will be mailed to stockholders of Athena as of a report day to be established for voting on the Business Mixture. Stockholders will also be capable to obtain copies of the proxy statement/prospectus, without having demand, after out there, at the SEC’s internet site at www.sec.gov or by directing a ask for to: 442 5th Avenue, New York, NY, 10018.

This push launch is for informational needs only and does not constitute an offer to sell or the solicitation of an give to obtain any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such provide, solicitation or sale would be unlawful prior to registration or qualification beneath the securities legislation of any this kind of jurisdiction. No providing of securities shall be made except by signifies of a prospectus conference the prerequisites of Segment 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an applicable exemption from the registration necessities thereof.

Participants in the Solicitation

Athena, e.GO, TopCo and their respective administrators, government officers, other customers of administration, and employees, underneath SEC principles, may perhaps be considered to be individuals in the solicitation of proxies of Athena’s stockholders in link with the Enterprise Blend. Traders and security holders might acquire far more in-depth info about the names and interests in the Small business Mixture of Athena’s administrators and officers in Athena’s filings with the SEC, and these information and names of e.GO’s directors and government officers will also be in the Registration Assertion to be filed with the SEC by TopCo, which will include the proxy statement of Athena for the Organization Mixture.

Ahead Searching Statements

This press launch consists of “forward-searching statements” within the which means of the “safe harbor” provisions of the United States Non-public Securities Litigation Reform Act of 1995. Ahead-on the lookout statements may possibly be determined by the use of text these as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or detrimental variations of these types of words and phrases or expressions) that predict or suggest long term occasions or tendencies or that are not statements of historical matters. These ahead-wanting statements include things like, but are not restricted to, statements with regards to Athena, e.GO, and TopCo’s expectations with regard to potential general performance and anticipated financial impacts of the Small business Blend, the satisfaction of the closing circumstances to the Organization Mixture, the amount of redemptions by Athena’s general public stockholders, the timing of the completion of the Business Combination and the use of the funds proceeds therefrom. These statements are centered on several assumptions, no matter if or not recognized herein, and on the latest expectations of Athena, e.GO, and TopCo’s management and are not predictions of actual general performance. These ahead-on the lookout statements are supplied for illustrative needs only and are not meant to provide as, and must not be relied on by any trader as, a assure, an assurance, a prediction or a definitive statement of fact or likelihood. True activities and instances are difficult or not possible to forecast and may possibly differ from assumptions, and this sort of variances might be materials. Numerous true occasions and situations are outside of the manage of Athena, e.GO, and TopCo.

These ahead-seeking statements are issue to a amount of hazards and uncertainties, together with: (i) changes in domestic and international enterprise, market place, economical, political and authorized situations (ii) the inability of the events to correctly or timely consummate the proposed Business enterprise Mixture, which include the chance that any necessary regulatory approvals are not attained, are delayed or are matter to unanticipated circumstances that could adversely have an affect on the combined organization or the expected gains of the proposed Business enterprise Combination or that the approval of the stockholders of Athena or e.GO is not acquired (iii) failure to understand the anticipated rewards of the proposed Business Combination (iv) hazards relating to the uncertainty of the projected money details with regard to e.GO (v) the consequence of any authorized proceedings that may perhaps be instituted in opposition to Athena and/or e.GO subsequent the announcement of the Business Combination settlement and the transactions contemplated therein (vi) foreseeable future global, regional or neighborhood financial and industry problems (vii) the advancement, results and enforcement of regulations and polices (viii) e.GO’s capability to expand and achieve its small business targets (ix) the consequences of competitors on e.GO’s potential business enterprise (x) the amount of money of redemption requests manufactured by Athena’s general public stockholders (xi) the ability of Athena or the mixed firm to problem fairness or equity-joined securities in the foreseeable future (xii) the skill of e.GO and Athena to increase interim funding in relationship with the Company Blend (xiii) the consequence of any possible litigation, federal government and regulatory proceedings, investigations and inquiries (xiv) the danger that the proposed Business Mix disrupts latest options and functions as a outcome of the announcement and consummation, (xv) prices relevant to the Business Blend, (xvi) the impact of the worldwide COVID-19 pandemic and (xvii) people components talked over in the “Risk Factors” area of Athena’s Yearly Report on Type 10-K for the yr ended December 31, 2021, the Registration Statement (when accessible) and other paperwork if and when filed by Athena or e.GO from time to time with the SEC. More risks associated to e.GO’s business enterprise involve, but are not minimal to: the market’s willingness to undertake electric automobiles volatility in desire for vehicles e.GO’s dependence on the proposed Business enterprise Mixture and other exterior financing to carry on its functions significant difficulties as a new entrant in the automotive marketplace e.GO’s potential to handle funds expenditures and charges cost increases or disruptions in supply of uncooked products, semiconductor chips or other elements breaches in knowledge protection e.GO’s potential to create, manage and improve its manufacturer minimal working experience in servicing and fixing autos product recollects failure by joint-enterprise to meet up with their contractual commitments unfavorable improvements to the regulatory natural environment dangers and uncertainties arising from the acquisition of e.GO’s predecessor enterprise and assets pursuing the opening of insolvency proceedings over the predecessor’s assets in July 2020 safety of e-GO’s mental residence. If any of these threats materialize or our assumptions establish incorrect, genuine effects could differ materially from the outcomes implied by these ahead-hunting statements. There might be supplemental threats that neither e.GO nor Athena presently know or that e.GO and Athena presently imagine are immaterial that could also result in true results to differ from all those contained in the forward-searching statements. In addition, forward-looking statements reflect e.GO’s and Athena’s expectations, options or forecasts of long run activities and views as of the date of this push launch. e.GO and Athena foresee that subsequent situations and developments will lead to e.GO’s and Athena’s assessments to improve. Nonetheless, while e.GO and Athena could elect to update these forward-hunting statements at some place in the long run, e.GO and Athena especially disclaim any obligation to do so. These forward-searching statements ought to not be relied upon as representing e.GO’s and Athena’s assessments as of any day subsequent to the day of this press release Accordingly, undue reliance ought to not be placed upon the forward-on the lookout statements.

Look at source version on businesswire.com:https://www.businesswire.com/information/property/20220727006200/en/

Get hold of: e.GOFor Investors:

Caldwell Bailey

ICR, Inc.

[email protected] Media:

James McCusker

ICR, Inc.

[email protected] Purchaser Acquisition Corp.For Media & Investors:

Claire Kerr

Bevel PR

[email protected]

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