Athena Consumer Acquisition Corp. and Next.e.GO Mobile SE Announce Continuation of Business Combination Close Process
Athena Consumer Acquisition Corp. announces that the business combination with Next.e.GO Mobile SE has not yet closed.
Positive
The parties are working to satisfy closing conditions and obtain the approval of Nasdaq to list TopCo's shares.
Negative
There is uncertainty regarding whether the business combination will be consummated within the required time period.
10/05/2023 - 01:37 PM
AACHEN, Germany & NEW YORK --(BUSINESS WIRE)--
Athena Consumer Acquisition Corp. (“Athena Consumer”) (NYSE American: ACAQ) announced today that the conditions to closing the business combination between Athena Consumer, Next.e.GO Mobile SE (“e.GO”), Next.e.GO B.V., a wholly-owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a wholly-owned subsidiary of TopCo (“Merger Sub”) have not yet been satisfied and the business combination has not closed. The parties are working together to expeditiously satisfy such closing conditions, including obtaining the approval of Nasdaq to list TopCo’s ordinary shares following the closing of the business combination. There can be no assurance that the business combination will be consummated within the time period required by Athena Consumer’s governing documents, which currently provide that Athena Consumer must consummate its initial consummation by October 22, 2023
About Athena Consumer Acquisition Corp.
Athena is a special purpose acquisition company (“SPAC”). Athena is the second SPAC founded by Isabelle Freidheim, with Jane Park serving as Chief Executive Officer, Jennifer Carr-Smith as President and Angy Smith as Chief Financial Officer. All three Athena SPACs have been comprised entirely of women founders, CEOs, board members and other executives.
About e.GO
Headquartered in Aachen, Germany , e.GO designs and manufactures battery electric vehicles for the urban environment, with a focus on convenience, reliability and affordability. e.GO has developed a disruptive solution for producing its electric vehicles using proprietary technologies and low cost MicroFactories, and has vehicles already on the road today. e.GO is helping cities and their inhabitants improve the way they get around and is making clean and convenient urban mobility a reality. Visit https://www.e-go-mobile.com/ to learn more.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Athena, e.GO, and TopCo’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, the timing of the completion of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Athena, e.GO, and TopCo’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Athena, e.GO, and TopCo.
These forward-looking statements are subject to a number of risks and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; (iii) failure to realize the anticipated benefits of the proposed Business Combination; (iv) risks relating to the uncertainty of the projected financial information with respect to e.GO; (v) the outcome of any legal proceedings that may be instituted against Athena and/or e.GO following the announcement of the Business Combination; (vi) future global, regional or local economic and market conditions; (vii) the development, effects and enforcement of laws and regulations; (viii) e.GO’s ability to grow and achieve its business objectives; (ix) the effects of competition on e.GO’s future business; (x) the ability of Athena or the combined company to issue equity or equity-linked securities in the future; (xi) the ability of e.GO and Athena to raise interim financing in connection with the Business Combination; (xii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xiii) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation, (xiv) costs related to the Business Combination, (xv) the impact of the global COVID-19 pandemic and (xvi) those factors discussed below under the heading “Risk Factors” and in the documents filed, or to be filed, by Athena and Topco with the SEC. Additional risks related to e.GO’s business include, but are not limited to: the market’s willingness to adopt electric vehicles; volatility in demand for vehicles; e.GO’s dependence on the proceeds from the contemplated Business Combination and other external financing to continue its operations; significant challenges as a relatively new entrant in the automotive industry; e.GO’s ability to control capital expenditures and costs; cost increases or disruptions in supply of raw materials, semiconductor chips or other components; breaches in data security; e.GO’s ability to establish, maintain and strengthen its brand; e.GO’s minimal experience in servicing and repairing vehicles; product recalls; failure of joint-venture partners to meet their contractual commitments; unfavorable changes to the regulatory environment; risks and uncertainties arising from the acquisition of e.GO’s predecessor business and assets following the opening of insolvency proceedings over the predecessor’s assets in July 2020; and e.GO’s ability to protect its intellectual property. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither e.GO nor Athena presently know or that e.GO and Athena currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect e.GO’s and Athena’s expectations, plans or forecasts of future events and views as of the date of this communication. e.GO and Athena anticipate that subsequent events and developments will cause e.GO’s and Athena’s assessments to change. However, while e.GO and Athena may elect to update these forward-looking statements at some point in the future, e.GO and Athena specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing e.GO’s and Athena’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20231005795466/en/
Athena Consumer Acquisition Corp.
athena@bevelpr.com
Next.e.GO Mobile SE
ir@e-go-mobile.com
For Media:
eGOPR@icrinc.com
Source: Athena Consumer Acquisition Corp.
What is the status of the business combination between Athena Consumer and Next.e.GO Mobile SE?
The business combination has not yet closed.
What are the closing conditions that need to be satisfied?
The specific closing conditions have not been mentioned in the PR.
What is the significance of obtaining Nasdaq's approval?
Obtaining Nasdaq's approval is necessary to list TopCo's ordinary shares.
Is there a deadline for the business combination?
Yes, Athena Consumer's governing documents currently require the initial consummation to be done by October 22, 2023.
