ACAQ Athena Consumer Acquisition Corp

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 19, 2023

 

ATHENA CONSUMER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40921		87-1178222
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

442 5th Avenue

New York, NY 10018

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (970) 925-1572

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant		ACAQ.U		NYSE American LLC
Shares of Class A common stock, par value $0.0001 per share, included as part of the units		ACAQ		NYSE American LLC
Redeemable warrants, each exercisable for one share of Class A common stock for $11.50 per share		ACAQ WS		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 

  

Introductory Note.

 

As previously disclosed, on July 28, 2022, Athena Consumer Acquisition Corp., a Delaware corporation (“Athena”), entered into a Business Combination Agreement by and among Athena, Next.e.GO Mobile SE, a European company incorporated in Germany (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“Merger Sub”), which was amended by that certain amendments dated September 29, 2022, June 29, 2023, July 18, 2023, August 25, 2023, September 8, 2023, and September 11, 2023 (as amended, the “Business Combination Agreement”).

 

On October 19, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into Athena, with Athena surviving as a wholly-owned subsidiary of TopCo (the “Merger”). Additionally, on the Closing Date, (i) TopCo issued to the holders of e.GO’s equity securities, including certain former convertible loan lenders of e.GO (the “e.GO Shareholders”), an aggregate of up to 79,019,608 newly issued ordinary shares, nominal value €0.12 per share, of TopCo (the “TopCo Shares”) inclusive of 30,000,000 shares, 20,000,000 of which will be unvested and subject to an earn-out over a certain period, while 10,000,000 shares will vest immediately as of the Closing Date and will be subject to a 12-month lock-up, in each case as described below (the “Earn-Out Shares”); (ii) TopCo changed its legal form from a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a Dutch public limited liability company (naamloze vennootschap); (iii) the Merger effectuated, with Athena as the surviving company in the Merger (the “Surviving Company”) and in connection with the Merger, each share of Class A common stock par value $0.0001 of Athena (the “Athena Class A Common Stock”) and each issued and outstanding share of Class B common stock, par value $0.0001 per share, of Athena (the “Athena Class B Common Stock”) was converted into one share of common stock, par value $0.0001 per share, of the Surviving Company (the “Surviving Company Common Stock”); (iv) each of the resulting shares of Surviving Company Common Stock was automatically exchanged for one TopCo Share; and (v) each outstanding warrant to purchase a share of Athena Class A Common Stock (the “Athena Warrants”) was automatically cancelled and exchanged for 0.175 TopCo Shares per Athena Warrant, with any fractional entitlement being rounded down (the “Warrant Exchange”) ((i) through (v) together, the “Business Combination”).

 

On the Closing Date, after giving effect to the redemption of an aggregate of 784,880 shares of Athena Class A Common Stock in accordance with the terms of Athena’s Amended and Restated Certificate of Incorporation, as amended (“SPAC Redemptions”), the e.GO Shareholders receiving shares pursuant to the Business Combination Agreement own approximately 85% of the outstanding TopCo Shares, including the 20,000,000 unvested Earn-Out Shares which are approximately 21% of the outstanding TopCo Shares.

 

The description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business Combination Agreement, which was filed as Exhibit 2.1 to Athena’s Current Report on Form 8-K filed on July 28, 2022, and the amendments to the Business Combination Agreement, which were filed as Exhibit 2.1 to Athena’s Current Reports on Form 8-K filed on October 3, 2022, July 6, 2023, July 19, 2023, August 8, 2023 and September 12, 2023, and Exhibit 2.2 to Athena’s Current Report on Form 8-K filed on September 12, 2023, respectively, each of which is incorporated by reference herein.

 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, Athena and Continental Stock Transfer & Trust Company (“Continental”) entered amendments (the “Warrant Amendments”) to the amended and restated public warrant agreement and the amended and restated private warrant agreement, each dated as of March 24, 2022, by and between Athena and Continental (the “Existing Warrant Agreements”), to provide for the Warrant Exchange.

 

The foregoing description of the New Warrant Agreements do not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreements, which are filed as Exhibit 4.1 and Exhibit 4.2 hereto respectively and are incorporated herein by reference.

 

  

Item 1.02 Termination of a Material Definitive Agreement.

 

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

 

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Athena terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of October 19, 2021, between Athena and Continental, pursuant to which Continental invested the proceeds of Athena’s initial public offering in a trust account and facilitated the SPAC Redemptions; (ii) that certain Administrative Support Agreement, dated as of October 19, 2021, between Athena and Athena Consumer Acquisition Sponsor LLC (the “Athena Sponsor”), pursuant to which the Athena Sponsor provided office space, utilities, and secretarial and administrative support to Athena for a fee of $10,000 per month; and (iii) the Letter Agreement, dated as of October 19, 2021, made in favor of Athena by each officer and director of Athena and the Athena Sponsor, which included covenants of such persons to vote in favor of Athena’s initial business combination and not to participate in the SPAC Redemptions, among other things.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

In connection with the consummation of the Business Combination, on the Closing Date, Athena and TopCo notified the NYSE American LLC (“NYSE American”) that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that Athena’s outstanding securities had been converted into TopCo Shares, as described in Item 1.02 above. Athena and TopCo jointly requested that NYSE American delist Athena’s units, Athena Class A Common Stock , and Athena Warrants on October 19, 2023, and as a result, trading of Athena’s units, Athena Class A Common Stock , and Athena Warrants on NYSE American will be suspended before market open on October 20, 2023.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

 

As a result of the consummation of the Business Combination, a change in control of Athena occurred. Following the consummation of the Business Combination, Athena became a wholly owned subsidiary of TopCo.

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of Athena’s officers and directors resigned as a member of Athena’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Athena and the officers and directors on any matter relating to Athena’s operations, policies or practices.

 

Item 8.01 Other Events.

 

As previously disclosed, on October 10, 2023, Athena called a special meeting of its stockholders (the “Extension Meeting”), scheduled for October 20, 2023, to approve a proposed amendment to Athena’s Amended and Restated Certificate of Incorporation, as amended, to further extend the deadline date by which Athena has to consummate a business combination. Because the Business Combination was consummated on October 19, 2023, Athena determined that the Extension Meeting was no longer necessary, and therefore determined to cancel the Extension Meeting.

 

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by TopCo announcing the consummation of the Business Combination.

 

Pursuant to the securities purchase agreement to be entered into between TopCo and the purchaser (the “Securities Purchase Agreement”) relating to an unsecured subordinated convertible note maturing in 2028 (the “Note”), TopCo agrees to sell, and the purchaser agrees to purchase the Note for the aggregate amount of up to the lesser of (i) $25,000,000 and (ii) the product of (A) 1/0.925 and (B) the amount of the business combination expenses, as well as certain other expenses as detailed in the Securities Purchase Agreement. The Note shall be subject to an original issue discount equal to 7.5% of the principal amount of the Note to be paid under the Securities Purchase Agreement.

 

Creditors of certain business combination expenses will invest into the purchaser of the Note. 

 

The material terms of the Notes are as follows: On the original issuance date interest shall begin accruing at 8.0% per annum based on the outstanding principal amount of the Note. Prior to the repayment in full in cash of the Senior IP Note, all interest due and payable in connection with the Note shall only be paid in ordinary shares of TopCo on each interest payment date. TopCo shall pay the holder the principal amount in monthly installments in increments of one-twelfth (1/12) of the original principal amount until the principal has been paid in full, or forfeited, prior to or on the maturity date or, if earlier, upon acceleration, conversion or prepayment of the Note in accordance with its terms. At the option of TopCo, the monthly payments shall be made in cash or in ordinary shares of TopCo, subject to further conditions set forth in the Note. Prior to the repayment in full in cash of the Senior IP Note, monthly payments may only be made in ordinary shares of TopCo. In connection with any monthly payment made in ordinary shares, the number of shares to be delivered shall be determined by dividing the monthly payment amount by the Amortization Conversion Price (as defined below). If the Amortization Conversion Price is less than the Conversion Floor (as defined below): (a) the relevant monthly payment shall be cancelled and be of no effect as if a request from the holder to pay the relevant monthly payment had never been made and (b) in cash if the Company is in material breach of its obligations under the Note.

 

The holder of the Note shall have the right on any business day to convert all or any portion of the Note on any conversion date (y) at the conversion price ($10.00, subject to adjustments) in any amount, and (z) at the Amortization Conversion Price up to an amount equal to 15% of the highest trading day value of TopCo’s ordinary shares on a daily basis during the 20 trading days preceding the conversion date, or a greater amount upon obtaining TopCo’s prior written consent.

 

Amortization Conversion Price means the lower of (i) the conversion price ($10.00, subject to adjustments), and (ii) a 8.0% discount to the lowest VWAP over the 20 trading days immediately preceding the applicable payment date or other date of determination. The Conversion Floor for any conversion prior to December 31, 2023, is $5.00, and for any conversion on or after January 1, 2024, is $0.25

 

Cash payments under the Note are generally subordinated to the claims of the lenders under the Senior IP Note.

 

TopCo will enter into a registration rights agreement with the holder of the Note. Under said agreement, TopCo shall file a registration statement on Form F-3 covering the resale of the registrable securities.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
4.1		Amendment to Amended and Restated Public Warrant Agreement, dated as of October 19, 2023, by and among Athena Consumer Acquisition Corp. and Continental Stock Transfer & Trust Company.
4.2		Amendment to Amended and Restated Private Warrant Agreement, dated as of October 19, 2023, by and among Athena Consumer Acquisition Corp. and Continental Stock Transfer & Trust Company.
99.1		Press Release, dated October 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ATHENA CONSUMER ACQUISITION CORP.
	By:	/s/ Jane Park
		Name:	Jane Park
		Title:	Chief Executive Officer
Dated: October 19, 2023

 

 

 

4

 

Exhibit 4.1

 

AMENDMENT

 

to

 

AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT

 

between

 

ATHENA CONSUMER ACQUISITION CORP.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

THIS AMENDMENT TO THE AMENDED AND RESTATED PUBLIC WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).

 

RECITALS

 

WHEREAS, the Company and Warrant Agent are parties to that certain amended and restated public warrant agreement dated as of March 24, 2022 (the “Original Warrant Agreement”);

 

WHEREAS, the Company, Next.e.GO Mobile SE, a European company incorporated in Germany (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“Merger Sub”), have entered into that certain business combination agreement, dated as of July 28, 2022 (as amended on September 29, 2022, June 29, 2023, July 18, 2023, August 25, 2023, September 8, 2023 and September 11, 2023 and as may be further amended from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Athena, with Athena surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the “Merger”).

 

WHEREAS, pursuant to Section 9.8 of the Original Warrant Agreement, this Amendment has been approved by vote or written consent of the Registered Holders of more than 50% of the outstanding Warrants; and

 

WHEREAS, the Company and the Registered Holders have agreed to amend the Original Warrant Agreement on the terms set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto, intending to be legally bound hereby, agree as of the date hereof, as follows:

 

AGREEMENTS

 

1. Amendments to Original Warrant Agreement. The Original Warrant Agreement is hereby amended as follows: 

 

(a) A new Section 10 shall be added to the Original Warrant Agreement that reads as follows:

  

10. Business Combination Transaction Matters.

 

(a) Reference is made to that certain business combination agreement dated as of July 28, 2022 (as amended on September 29, 2022, June 29, 2023, July 18, 2023, August 25, 2023, September 8, 2023 and September 11, 2023 and as may be further amended from time to time, the “Business Combination Agreement”), by Next.e.GO Mobile SE, a European company incorporated in Germany (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into Athena (the “Merger”), with Athena surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the date of such Merger, the “Merger Closing Date” and the consummation of such Merger, the “Merger Closing”) (ii) after giving effect to the Merger, each issued and outstanding share of Common Stock will be converted into a number of shares of common stock, par value $0.0001 per share, of the company surviving the Merger (the “Surviving Company Common Stock”), and (iii) immediately thereafter, each of the resulting shares of Surviving Company Common Stock will be automatically exchanged for one ordinary share, nominal value of €0.12 per share, of TopCo (the “TopCo Share”).

 

 

(b) Notwithstanding anything to the contrary set forth in this Agreement, each outstanding Warrant shall not be exercisable to purchase shares of Common Stock and instead, at the effective time of, and as part of, the Merger (the “Effective Time”), each Warrant shall be automatically cancelled and exchanged for 0.175 newly issued TopCo Shares per Warrant pursuant to the terms of the Business Combination Agreement (the “Exchange”).

  

(c) If, by reason of the Exchange, the Registered Holder of any Warrant would be entitled, upon such exchange, to receive a fractional interest in a TopCo Share, TopCo shall round down to the nearest whole number the number of TopCo Shares to be issued to such Registered Holder.

 

(d) All provisions set forth in this Agreement relating to the issuance of shares of Common Stock to a Registered Holder of Warrants upon an exercise of the Warrants shall apply, mutatis mutandis, to the issuance of TopCo Shares to a Registered Holder of Warrants in the Exchange with respect to such Registered Holder’s Warrants.

 

(e) All TopCo Shares issued in exchange for and upon cancellation of the Warrant(s) in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Warrant(s).

 

(f) Notwithstanding the foregoing, this Section 10 shall terminate, and have no further force and effect, on the date the Business Combination Agreement is terminated in accordance with its terms.

 

(g) This Agreement shall automatically terminate and each Warrant hereunder shall automatically be cancelled, without any further action of the Company or any other party, upon the Merger Closing and issuance of TopCo Shares to the Registered Holders of the Warrants in accordance with this Section 10. Each Registered Holder of Warrants shall cease to have any rights related to this Agreement or such Warrants upon such termination and cancellation.

 

2. Effect of Amendment. The undersigned hereby agree and acknowledge that, except as provided in this Amendment, the Original Warrant Agreement shall remain in full force and effect and has not been modified or amended in any respect, it being the intention of the undersigned that this Amendment and the Warrant be read, construed and interpreted as one and the same instrument.

 

3. Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

4. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

5. Governing Law. Section 9.8 of the Original Warrant Agreement continues to apply to this Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	ATHENA CONSUMER ACQUISITION CORP.
	By:	/s/ Jane Park
	Name:	Jane Park
	Title:	Chief Executive Officer
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	By:	/s/ Douglas Reed
	Name:	Douglas Reed
	Title:	Vice President of Account Administration

 

[Signature Page to Amendment to Public Warrant Agreement]

 

 

3

Exhibit 4.2

 

AMENDMENT

 

to

 

AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT

 

between

 

ATHENA CONSUMER ACQUISITION CORP.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

THIS AMENDMENT TO THE AMENDED AND RESTATED PRIVATE WARRANT AGREEMENT (this “Amendment”), dated as of October 19, 2023, is by and between Athena Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). Defined terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Original Warrant Agreement (defined below).

 

RECITALS

 

WHEREAS, the Company and Warrant Agent are parties to that certain amended and restated private warrant agreement dated as of March 24, 2022 (the “Original Warrant Agreement”);

 

WHEREAS, the Company, Next.e.GO Mobile SE, a European company incorporated in Germany (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“Merger Sub”), have entered into that certain business combination agreement, dated as of July 28, 2022 (as amended on September 29, 2022, June 29, 2023, July 18, 2023, August 25, 2023, September 8, 2023 and September 11, 2023 and as may be further amended from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Athena, with Athena surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the “Merger”).

 

WHEREAS, pursuant to Section 9.8 of the Original Warrant Agreement, this Amendment has been approved by written consent of the sole Registered Holder of all outstanding Warrants; and

 

WHEREAS, the Company and the sole Registered Holder has agreed to amend the Original Warrant Agreement on the terms set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties hereto, intending to be legally bound hereby, agree as of the date hereof, as follows:

 

AGREEMENTS

 

1. Amendments to Original Warrant Agreement. The Original Warrant Agreement is hereby amended as follows: 

 

(a) A new Section 10 shall be added to the Original Warrant Agreement that reads as follows:

  

10. Business Combination Transaction Matters.

 

(a) Reference is made to that certain business combination agreement dated as of July 28, 2022 (as amended on September 29, 2022, June 29, 2023, July 18, 2023, August 25, 2023, September 8, 2023 and September 11, 2023 and as may be further amended from time to time, the “Business Combination Agreement”), by Next.e.GO Mobile SE, a European company incorporated in Germany (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TopCo (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into Athena (the “Merger”), with Athena surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the date of such Merger, the “Merger Closing Date” and the consummation of such Merger, the “Merger Closing”) (ii) after giving effect to the Merger, each issued and outstanding share of Common Stock will be converted into a number of shares of common stock, par value $0.0001 per share, of the company surviving the Merger (the “Surviving Company Common Stock”), and (iii) immediately thereafter, each of the resulting shares of Surviving Company Common Stock will be automatically exchanged for one ordinary share, nominal value of €0.12 per share, of TopCo (the “TopCo Share”).

 

 

(b) Notwithstanding anything to the contrary set forth in this Agreement, each outstanding Warrant shall not be exercisable to purchase shares of Common Stock and instead, at the effective time of the Merger (the “Effective Time”), and as part of the Merger, each Warrant shall be automatically cancelled and exchanged for 0.175 newly issued TopCo Shares per Warrant pursuant to the terms of the Business Combination Agreement (the “Exchange”).

  

(c) If, by reason of the Exchange, the Registered Holder of any Warrant would be entitled, upon such exchange, to receive a fractional interest in a TopCo Share, TopCo shall round down to the nearest whole number the number of TopCo Shares to be issued to such Registered Holder.

 

(d) All provisions set forth in this Agreement relating to the issuance of shares of Common Stock to a Registered Holder of Warrants upon an exercise of the Warrants shall apply, mutatis mutandis, to the issuance of TopCo Shares to a Registered Holder of Warrants in the Exchange with respect to such Registered Holder’s Warrants.

 

(e) All TopCo Shares issued in exchange for and upon cancellation of the Warrant(s) in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Warrant(s).

 

(f) Notwithstanding the foregoing, this Section 10 shall terminate, and have no further force and effect, on the date the Business Combination Agreement is terminated in accordance with its terms.

 

(g) This Agreement shall automatically terminate and each Warrant hereunder shall automatically be cancelled, without any further action of the Company or any other party, upon the Merger Closing and issuance of TopCo Shares to the Registered Holders of the Warrants in accordance with this Section 10. Each Registered Holder of Warrants shall cease to have any rights related to this Agreement or such Warrants upon such termination and cancellation.

 

2. Effect of Amendment. The undersigned hereby agree and acknowledge that, except as provided in this Amendment, the Original Warrant Agreement shall remain in full force and effect and has not been modified or amended in any respect, it being the intention of the undersigned that this Amendment and the Warrant be read, construed and interpreted as one and the same instrument.

 

3. Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

4. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 

5. Governing Law. Section 9.8 of the Original Warrant Agreement continues to apply to this Amendment.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

 

	ATHENA CONSUMER ACQUISITION CORP.
	By:	/s/ Jane Park
	Name:	Jane Park
	Title:	Chief Executive Officer
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	By:	/s/ Douglas Reed
	Name:	Douglas Reed
	Title:	Vice President of Account Administration

 

[Signature Page to Amendment to Private Warrant Agreement]

 

 

3

Exhibit 99.1

 

 

 

e.GO and Athena Consumer Acquisition Corp. Complete Business Combination

 

AACHEN, GERMANY AND NEW YORK, NY – October 19, 2023 – 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 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.

 

e.GO Contacts
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

 

 

 

v3.23.3

Cover	Oct. 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 19, 2023
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Pre-commencement Tender Offer	false
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Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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Units, each consisting of one Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
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Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the units
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