ACAQ Athena Consumer Acquisition Corp

On December 16, 2022, the Company issued a press release announcing that, in connection with a special meeting of stockholders (the “Extension Meeting”) to be held for the purpose of considering and voting on, among other proposals, a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to provide the Company with the right to extend the date (the “Deadline Date”) by which it must consummate an initial business combination (the “Extension”) up to six times for an additional one month each time, from January 22, 2023 to up to July 22, 2023, if the Extension Amendment is approved at the Extension Meeting and an Extension is implemented, the Sponsor, or its designees will deposit into the Trust Account as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), the lesser of (x) $121,000 or (y) $0.055 per public share multiplied by the number of public shares outstanding, on each of the following dates: (i) January 23, 2023; and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors (the “Board”) has determined to extend the Deadline Date for an additional month in accordance with the Extension (each date on which a Contribution is to be deposited into the Trust Account, a “Contribution Date”).

On December 21, 2022, the Company held the Extension Meeting. At the Extension Meeting, the Company’s stockholders approved the Extension Amendment, providing the Company with the right to extend the Deadline Date up to six times for an additional one month each time, from January 22, 2023 (the date which is 15 months from the closing date of the Company’s IPO) to up to July 22, 2023 (the date which is 21 months from the closing date of the IPO).

On January 17, 2023, the Board determined to implement a first Extension and to extend the Deadline Date for an additional month to February 22, 2023. On the same date, in connection with the Extension and pursuant to an unsecured promissory note the Company and the Sponsor entered into on January 17, 2023 (the “Extension Note”), the Board delivered to the Sponsor a written request to draw down $112,691 for the first month of the Extension. Upon this written request, the Sponsor deposited the $112,691 to the Company’s Trust Account on January 23, 2023.

On January 30, 2023, the Company received notifications via phone calls from the staff of the New York Stock Exchange (the “NYSE”) that it had determined that the Company was not in compliance with the requirements of Section 802.01B of the NYSE Listed Company Manual (the “LCM”), which requires a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares (a “public float”) over a consecutive 30 trading day period of at least $40,000,000.

On February 9, 2023, the Company issued a press release announcing that it would transfer its listing to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it had been cleared to file an initial listing application with the NYSE American on February 6, 2023, and received the final approval for listing from the staff of the NYSE American on February 9, 2023. In connection with listing on the NYSE American, the Company would voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. On February 14, 2023, the Company voluntarily delisted its securities from the NYSE and the Company’s securities commenced trading on the NYSE American under the same symbols.

On February 17, 2023, the Board determined to implement a second Extension to allow additional time for the Company to complete its initial business combination. In connection with the second Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691 for the second month of the Extension. On the same day, the Sponsor deposited $112,691 into the Company’s Trust Account in connection with the second Extension.

On March 20, 2023, the Board determined to implement a third Extension to allow additional time for the Company to complete its initial business combination. In connection with the third Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691 for the third month of the Extension. On March 21, 2023, the Sponsor deposited $112,691 into the Company’s Trust Account in connection with the third Extension.

On April 18, 2023, the Board determined to implement a fourth Extension to allow additional time for the Company to complete its initial business combination. In connection with the fourth Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691 for the fourth month of the Extension. On April 20, 2023, the Sponsor deposited $112,691 into the Company’s Trust Account in connection with the fourth Extension.

On April 20, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from April 22, 2023 for an additional month to May 22, 2023, the fourth of six potential one-month extensions of the Deadline Date available to the Company.

On May 19, 2023, the Board determined to implement a fifth Extension to allow additional time for the Company to complete its initial business combination. In connection with the fifth Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691 for the fifth month of the Extension. On May 22, 2023, the Sponsor deposited $112,691 into the Company’s Trust Account in connection with the fifth Extension.

On May 22, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from May 22, 2023 for an additional month to June 22, 2023, the fifth of six potential one-month extensions of the Deadline Date available to the Company then.

On June 20, 2023, the Board determined to implement a sixth Extension to allow additional time for the Company to complete its initial business combination. In connection with the sixth Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691 for the sixth month of the Extension. On June 21, 2023, the Sponsor deposited $112,691 into the Company’s Trust Account in connection with the sixth Extension.

On June 21, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from June 22, 2023 for an additional month to July 22, 2023, the last of six potential one-month extensions of the Deadline Date available to the Company then.

On July 19, 2023, the Company held a special meeting of its stockholders (the “Second Extension Meeting”). At the Second Extension Meeting, the Company’s stockholders approved (1) a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on December 21, 2022 (the proposed amendment, the “Second Extension Amendment”) to provide the Company with the right to extend the Deadline Date up to three times for an additional one month each time (the “Second Extension”), from July 22, 2023 (the date which is 21 months from the closing date of the IPO) to up to October 22, 2023 (the date which is 24 months from the closing date of the IPO) (the “Second Extension Amendment Proposal”) and (2) a proposal to amend the Company’s amended and restated certificate of incorporation, as amended on December 21, 2022 (the “Redemption Limitation Amendment”, together with the Second Extension Amendment, the “Charter Amendment”) to eliminate (i) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (ii) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 (the “Redemption Limitation Amendment Proposal”). The Sponsor, has agreed that if the Second Extension Amendment is implemented, the Sponsor or its designees will deposit into the Trust Account as a loan of $60,000 (the “Second Contribution”) on each of the following dates: (i) July 20, 2023; and (ii) one business day following the public announcement by the Company disclosing that its board of directors has determined to extend the Deadline Date for an additional month in accordance with the Second Extension Amendment.

A total of 1,082,596 shares of the Company’s Class A common stock was presented for redemption in connection with the Second Extension Meeting. As a result, there is approximately $10.48 million remaining in the Trust Account as of July 28, 2023 following redemptions.

On July 19, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware.

In connection with the Second Contribution, on July 20, 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $180,000 (the “Second Extension Note”), and on the same date, the Board delivered to the Sponsor a written request to draw down $60,000 for the first month of the Second Extension. On July 21, 2023, Continental Stock Transfer & Trust Company, the Company’s trustee, confirmed the receipt of the $60,000 Contribution.

On August 18, 2023, the Board determined to implement a second of the Second Extension to allow additional time for the Company to complete its initial business combination. In connection with this Extension and pursuant to the Second Extension Note, the Board delivered to the Sponsor a written request to draw down $60,000 for the second month of the Second Extension. On August 21, 2023, the Sponsor deposited $60,000 into the Company’s Trust Account in connection with this Extension.

On August 21, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from August 22, 2023 for an additional month to September 22, 2023, the second of three potential one-month Second Extensions of the Deadline Date available to the Company.

On September 15, 2023, the Board determined to implement a third of the Second Extension to allow additional time for the Company to complete its initial business combination. In connection with this Extension and pursuant to the Second Extension Note, the Board delivered to the Sponsor a written request to draw down $60,000 for the third month of the Second Extension. On September 21, 2023, the Sponsor deposited $60,000 into the Company’s Trust Account in connection with this Extension.

On September 21, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from September 22, 2023 for an additional month to October 22, 2023, the last of three potential one-month Second Extensions of the Deadline Date available to the Company.

On September 29, 2023, the Company held a special meeting of its stockholders in connection with its proposed business combination. At the special meeting, the Company’s stockholders approved (1) the business combination agreement, dated as of July 28, 2022 (as amended by the amendments to the business combination agreement, dated as of 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 or restated from time to time, the “Business Combination Agreement”), by and among 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”) and the transactions contemplated thereby (the “Business Combination”), pursuant to which, among other things, (i) Merger Sub will merge with and into the Company, with the Company surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the “Merger”), (ii) after giving effect to the Merger, each issued and outstanding share of the Company’s 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”), (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”), and (iv) in connection therewith and subject to the approval of the public warrant holders of the Company at the Warrant Holders Meeting, each outstanding warrant to purchase a share of the Company’s Class A Common Stock (the “Athena Warrants”) will be automatically cancelled and exchanged for 0.175 TopCo Shares (the “Warrant Shares”) per Athena Warrant, with any fractional entitlement being rounded down (the “Warrant Exchange”), and (2) to approve and adopt, on a non-binding advisory basis, certain governance provisions in the proposed TopCo Articles of Association, which are being presented separately in accordance with the U.S. Securities and Exchange Commission (“SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions. A total of 884,880 shares of the Company’s Class A Common Stock were presented for redemption in connection with the special meeting, 100,000 shares of which subsequently revoked the redemption request, making the actual shares presented for redemption to be 784,880.

On October 19, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of TopCo. 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 the Company 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 the Company (the “Athena Class A Common Stock”) and each issued and outstanding share of Class B common stock, par value $0.0001 per share, of the Company (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 the Company 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”) (see Note 9).

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the unaudited condensed financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because the Company is a Delaware corporation and its securities are trading on the NYSE American, the Company is a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published. Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating rules are subject to change.

Whether and to what extent the Company would be subject to the Excise Tax on a redemption of shares of Class A common stock or other stock issued by the Company would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the initial Business Combination, an extension or otherwise, (iii) the structure of the initial Business Combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with the initial Business Combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of forthcoming regulations and other guidance from the Treasury. As noted above, the Excise Tax would be payable by the Company and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers may rely have been issued to date. The imposition of the Excise Tax could cause a reduction in the cash available on hand to complete the initial Business Combination or for effecting redemptions and may affect the Company’s ability to complete the initial Business Combination, fund future operations or make distributions to stockholders. In addition, the Excise Tax could cause a reduction in the per share amount payable to the public stockholders in the event the Company liquidates the Trust Account due to a failure to complete the initial Business Combination within the requisite time frame.

On July 19, 2023, the Company’s stockholders elected to redeem 1,082,596 shares for a total payment of $11,635,781. In addition, On September 29, 2023, the Company’s stockholders elected to redeem 784,880 shares for a total payment of $8,668,990. The Company evaluated the classification and accounting of the share/ stock redemption under Accounting Standards Codification (“ASC”) 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded $203,048 of excise tax liability calculated as 1% of the shares redeemed.

Going Concern and Capital Resources

As of September 30, 2023, the Company had $26,400 in its operating bank accounts (inclusive of $17,864 restricted cash to pay for the Company’s franchise taxes), $10,673,205 in securities held in the Trust Account (inclusive of $8,668,990 restricted amount to pay for the redeeming stockholders) to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $7,831,850. As of September 30, 2023, approximately $313,029 of the amount on deposit in the Trust Account represented interest and dividend income, which is available to pay the Company’s redeeming stockholders and tax obligations.

On October 19, 2023, as contemplated by the Business Combination Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of TopCo. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management believes that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern.

Related Party Loans

On June 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021, or the completion of the IPO. An amount of $117,994 was borrowed under the Note and repaid on October 22, 2021. There was no balance outstanding as of September 30, 2023 and December 31, 2022. This facility is no longer available.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Units of the post Business Combination entity at a price of $10.00 per Unit. The Units would be identical to the Private Placement Units. As of September 30, 2023, the promissory notes stated below were entered into which fall under the Working Capital Loans structure.

On January 17, 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $676,149 (the “Extension Note”). On the same date, in connection with advances the Sponsor may make in the future to the Company for working capital expenses in connection with the Company’s initial business combination, the Company issued a separate unsecured promissory note to the Sponsor in the principal amount of up to $400,000 (the “Working Capital Note”, together with the Extension Note, the “Notes”). Both Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial business combination by the Deadline Date, the Notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Notwithstanding the foregoing, under both Notes, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Note into units of the post-business combination entity at $10.00 per unit (the “Conversion Units”), with each unit being identical to the private placement units sold to the Sponsor in connection with the Company’s IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Notes. On May 19, 2023, the Company and Sponsor entered into an amendment and restatement to the Working Capital Note in order to increase the aggregate principal amount of borrowings to an aggregate principal amount of up to $600,000. On July 7, 2023, the Company and Sponsor entered into an amendment and restatement to the Working Capital Note in order to increase the aggregate principal amount of borrowings to an aggregate principal amount of up to $900,000. As of September 30, 2023, the Sponsor funded $738,568, and there is $161,432 available under the Working Capital Note which has not yet funded. The $676,149 Extension Note was fully funded as of September 30, 2023. As of September 30, 2023 and December 31, 2022, the total outstanding balance of the Notes is $1,414,717 and $0, respectively.

In connection with the Sponsor’s Contribution for the Second Extension, on July 20, 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $180,000 (the “Second Extension Note”). The Second Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial business combination by the Deadline Date, the Second Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Notwithstanding the foregoing, under the Second Extension Note, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Second Extension Note into Conversion Units at $10.00 per unit, with each unit being identical to the private placement units sold to the Sponsor in connection with the Company’s IPO, provided that the aggregate amount the Sponsor may convert under the Second Extension Note, the Extension Note, and the Working Capital Note, as amended on May 19, 2023 and July 7, 2023, shall not exceed $1,500,000. The Conversion Units and their underlying securities are entitled to the registration rights set forth in the Second Extension Note.

In connection with funding the Extension Note, the Sponsor entered into an agreement with a member of the Sponsor. Pursuant to such agreement, the Sponsor agreed to assign and transfer to such member a ratio of 1 Founder Share for every $1.5 amount funded upon the closing of the Business Combination. As of September 30, 2023, such member of the Sponsor loaned $230,000 to the Sponsor, which amount is included in the balance due to the Sponsor under the Extension Note described above.

On May 19, 2023, the Sponsor entered into an agreement with a third party investor. Pursuant to such agreement, the Sponsor will transfer one share of Class A common stock of the Company for each dollar funded upon the closing of a Business Combination. As of September 30, 2023, such third party investor loaned $510,000 to the Sponsor, which amount is included in the balance due to the Sponsor under the Extension Note described above.

Due to Related Parties

The balance due to related parties mainly represents the amounts owed by the Company to an entity affiliated with the Sponsor for support services. As of September 30, 2023 and December 31, 2022, the Company has an outstanding due to related parties of $82,605 and $0, respectively.

Support Services

The Company intends to pay an entity affiliated with the Sponsor a fee of approximately $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for office space and administrative support services. For the three and nine months ended September 30, 2023, $30,000 and $90,000, respectively, have been incurred and $10,000 has been paid under this agreement. For the three and nine months ended September 30, 2022, $30,000 and $90,000, respectively, have been incurred and paid under this agreement.

On June 29, 2023, the Company entered into a second amendment to the Business Combination Agreement (the “Second Amendment to the Business Combination Agreement”), by and between the Company and e.GO, pursuant to which, among other things, the following terms of the Business Combination Agreement were amended: (a) Treatment of Athena Class B Common Stock – In connection with the closing of the Business Combination and subject to the approval of the Company’s stockholders, each issued and outstanding share of the Company’s Class B common stock will be converted into 1.05 TopCo ordinary shares, or a conversion of 8,050,000 shares into 8,452,500 shares. The 1:1.05 conversion ratio is a clarification and finalization of the conversion ratio of such shares originally contemplated by the First Amendment to the Business Combination Agreement, which was based on the amount that may have been funded under the Bridge Financing. Final disbursement amounts under the Bridge Financing totaled $3,750,000 out of a maximum of $15,000,000, resulting in a 1:1.05 conversion ratio under the First Amendment to the Business Combination Agreement out of a maximum 1:1.2 conversion ratio; (b) Requisite Lock-up Percentage of e.GO Shareholders and Convertible Note Lenders – The Business Combination Agreement previously required all of e.GO’s shareholders and convertible loan lenders to enter into lock-up agreements pursuant to which they agreed not to effect any sale or distribution of any equity securities of TopCo issued to them at the closing of the Business Combination until the date that is six months after the closing. Pursuant to the Second Amendment to the Business Combination Agreement, such requirement was reduced to restrict the sale or distribution of 75% of the pro forma share capital of e.GO on a fully diluted basis as of the date of the Second Amendment to the Business Combination Agreement; and (c) Outside Date Termination Event – The outside date to terminate the Business Combination Agreement was extended from September 30, 2023 to September 30, 2023.

On July 18, 2023, the Company entered into a third amendment to the Business Combination Agreement (the “Third Amendment to the Business Combination Agreement”), by and between the Company and e.GO, pursuant to which the treatment of the Company’s Class B common stock was amended that, in connection with the closing of the Business Combination, each issued and outstanding share of the Company’s Class B common stock will be converted into TopCo ordinary shares on a one-for-one basis, instead of 1:1.05, as had been the case under the Second Amendment to the Business Combination Agreement. The one-for-one conversion ratio aligns with what is currently in the Company’s Charter.

On August 25, 2023, the Company entered into a fourth amendment to the Business Combination Agreement (the “Fourth Amendment to the Business Combination Agreement”), by and between the Company and e.GO, pursuant to which, among other things, certain terms of the Business Combination Agreement (including with respect to the transaction steps, joint covenants of the parties, and the conditions to the obligations of the parties) were amended to reflect:

On September 8, 2023, the Company entered into a fifth amendment to the Business Combination Agreement (the “Fifth Amendment to the Business Combination Agreement”), by and between the Company and e.GO, pursuant to which certain terms of the Business Combination Agreement were amended to clarify the mechanics of the warrant exchange that is to occur at the closing of the Business Combination (the “Closing”), subject to the approval of Athena’s warrant holders.

Further, on September 11, 2023, the Company entered into a sixth amendment to the Business Combination Agreement (the “Sixth Amendment to the Business Combination Agreement”), by and between the Company and e.GO, pursuant to which certain terms of the Business Combination Agreement were amended to reflect the potential for TopCo Shares to be listed on Nasdaq following the Closing.

On September 29, 2023, the Company held a special meeting of its stockholders in connection with its proposed business combination. At the special meeting, the Company’s stockholders approved (1) the business combination agreement, dated as of July 28, 2022 (as amended by the amendments to the business combination agreement, dated as of 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 or restated from time to time, the “Business Combination Agreement”), by and among 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”) and the transactions contemplated thereby (the “Business Combination”), pursuant to which, among other things, (i) Merger Sub will merge with and into the Company, with the Company surviving and continuing as a direct, wholly-owned subsidiary of TopCo (the “Merger”), (ii) after giving effect to the Merger, each issued and outstanding share of the Company’s 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”), (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”), and (iv) in connection therewith and subject to the approval of the public warrant holders of the Company at the Warrant Holders Meeting, each outstanding warrant to purchase a share of the Company’s Class A Common Stock (the “Athena Warrants”) will be automatically cancelled and exchanged for 0.175 TopCo Shares (the “Warrant Shares”) per Athena Warrant, with any fractional entitlement being rounded down (the “Warrant Exchange”), and (2) to approve and adopt, on a non-binding advisory basis, certain governance provisions in the proposed TopCo Articles of Association, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions.

On October 19, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of TopCo. 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 the Company 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 the Company (the “Athena Class A Common Stock”) and each issued and outstanding share of Class B common stock, par value $0.0001 per share, of the Company (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 the Company 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”) (see Note 9).

Sponsor Letter Agreement

On July 28, 2022, the Company, the Sponsor, e.GO, TopCo and certain of the Company’s officers and directors (the “Athena Insiders”) entered into a Sponsor Letter Agreement, which was amended on September 29, 2022 (as it may be further amended, supplemented or otherwise modified from time to time, the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor and the Athena Insiders have agreed to (i) vote all of its, his or her shares of the Company’s Class A common stock to approve and adopt the Business Combination Agreement and the e.GO Transaction, (ii) waive its, his or her redemption rights with respect to its, his or her shares of the Company’s Class A common stock in connection with the e.GO Transaction, (iii) not transfer any of its, his or her shares of the Company’s Class A common stock until the Closing or termination of the Business Combination Agreement (except in limited circumstances), (iv) not transfer (a) with respect to the Sponsor, 75% of its TopCo shares and (b) with respect to all other Athena Insiders any of its, his or her TopCo ordinary shares until the date that is 180 days after the Closing (except in limited circumstances), (v) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated certificate of incorporation or any other anti-dilution or similar protection with respect to the shares of the Company’s Class B common stock held by the Sponsor or the Athena Insiders, in each case, subject to the terms and conditions contemplated by the Sponsor Letter Agreement.

Pursuant to the Sponsor Letter Agreement, TopCo will indemnify the Sponsor from and against certain liabilities relating to the e.GO Transaction for a period of six years after the Closing and subject to an aggregate maximum indemnity of $4,000,000.

Forward Purchase Agreement

On September 29, 2022, the Company, TopCo, e.GO and Vellar Opportunity Fund SPV LLC – Series 3 (“Vellar”) entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) for an OTC equity prepaid share forward transaction (the “Forward Purchase Transaction”). Vellar agreed to waive any redemption rights with respect to any shares of the Company and shares of TopCo following the Closing of the e.GO Transaction (collectively, the “Shares”) in connection with the e.GO Transaction.

Pursuant to the terms of the Forward Purchase Agreement, Vellar intended, but was not obligated, to purchase through a broker in the open market from Public Stockholders who redeemed or indicated an intention to redeem, or from the Company, up to an aggregate amount of 15,000,000 shares of Class A common stock (the “Forward Purchase Shares”). Vellar could not beneficially own greater than 9.9% of the Shares on a post-combination pro forma basis. Upon Closing, or upon the date any assets from the Company’s Trust Account would be disbursed in connection with the e.GO Transaction, Vellar would be paid directly, out of the funds held in the Trust Account, an amount equal to (a) (i) the redemption price of shares of the Company’s Class A common stock redeemed by the Public Stockholders and purchased by Vellar, minus (ii) 10% of such amount and (b) the product of 1,500,000 multiplied by the redemption price of shares of the Company’s Class A common stock indicated to the Public Stockholders prior to the redemption deadline (as consideration for having purchased Class A common stock prior to Closing). From time to time following the Closing, Vellar, in its discretion, could sell the Forward Purchase Shares (such shares sold, the “Vellar Terminated Shares”) without payment obligation to TopCo until such time as the proceeds from the sales equal (i) 10% of the product of the number of the Forward Purchase Shares and the redemption price per share indicated to investors ahead of the Company’s redemption notice deadline or (ii) in the case of an event of default under the Bridge Financing, all amounts that are due to Vellar under such financing.

Upon the second anniversary of the Closing, TopCo would be obligated to pay to Vellar an amount equal to the product of (a) (x) 15,000,000 less (y) the number of Vellar Terminated Shares multiplied by (b) $2.50. Vellar could freely transfer or assign its rights under the Forward Purchase Agreement if the number of the Forward Purchase Shares it acquired would exceed 9.9% on a post-e.GO Transaction basis.

On March 3, 2023, the Forward Purchase Agreement was terminated.

Subscription Agreement

In connection with funding the Extension Note, the Sponsor entered into an agreement with a member of the Sponsor. Pursuant to such agreement, the Sponsor agreed to assign and transfer to such member a ratio of 1 Founder Share for every $1.5 amount funded upon the closing of the Business Combination. As of September 30, 2023, such member of the Sponsor loaned $230,000 to the Sponsor, which amount is included in the balance due to the Sponsor under the Extension Note described above.

On May 19, 2023, the Sponsor entered into an agreement with a third-party investor. Pursuant to such agreement, the Sponsor will transfer one share of Class A common stock of the Company for each dollar funded upon the closing of a Business Combination. As of September 30, 2023, such third-party investor loaned $510,000 to the Sponsor, which amount is included in the balance due to the Sponsor under the Extension Note described above.

Pursuant to the e.GO Transaction, if approved by the Company’s stockholders, at Closing, each issued and outstanding shares of Class B common stock will be automatically cancelled and extinguished and converted into a number of shares of Surviving Company Common Stock calculated as the sum of (x) one plus (y) the lower of (a) the total amount funded under the Bridge Financing divided by $15,000,000 and multiplied with one-fifth and (b) one-fifth, and, immediately thereafter, each of the resulting shares of Surviving Company Common Stock will be exchanged for one TopCo Ordinary Share.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. For the periods presented, there were no shares of preferred stock issued or outstanding.

Warrants — As of September 30, 2023 and December 31, 2022, the Company has 11,500,000 Public Warrants and 530,000 Private Placement Warrants outstanding (together, the “Warrants”). Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the shares of common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreements. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the offer and sale of the shares of common stock issuable upon exercise of the Warrants is not effective within a specified period following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis.

If and when the Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification.

If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the Public Warrant agreement and Private Warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are Identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable at the election of the holder on a “cashless basis”.

Neither the Placement Warrants nor the Public Warrants contain any provision that change dependent upon the characteristics of the holder of the Warrant.

At September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s cash and investments held in the Trust Account are classified as trading securities.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The Company utilizes a Put Model Option to value its forward purchase agreement at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the forward purchase agreement liabilities is determined using Level 3 inputs. Inherent in put options pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the forward purchase agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the forward purchase agreement. The expected life of the forward purchase agreement is assumed to be equivalent to their remaining contractual term. The forward purchase agreement was terminated on March 9, 2023.

For the three and nine months ended September 30, 2023 and 2022, there were no transfers between Levels 1, 2 or 3.

The following table provides quantitative information regarding Level 3 fair value measurements:

The following table presents the changes in the fair value of Forward Purchase Agreement: