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

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

Upcoming.e.GO Cellular SE (“e.GO” or the “Company”), an ground breaking producer of urban electrical automobiles dependent on disruptive manufacturing programs, and Athena Purchaser Acquisition Corp. (“Athena”) (NYSE: ACAQ.U, ACAQ, ACAQ WS) now announced a definitive arrangement for a business enterprise mixture (the “Transaction” or the “Business Combination”) that would result in e.GO getting a publicly stated organization on the New York Inventory Exchange (the “NYSE”).

This push release capabilities multimedia. View the complete release right here: https://www.businesswire.com/news/home/20220727006200/en/

e.wave X (Picture: Organization Wire)

e.GO, headquartered in Aachen, Germany, develops, types, manufactures and markets electric motor vehicles for the city natural environment, focusing on usefulness, practicality, ease of assistance and value. This is accomplished through verified and disruptive improvements in car or truck structure, material selection, a wise and adaptable battery remedy as effectively as a decentralized method to production combining very low capex and a comparatively more compact environmental footprint in contrast to other brands.

The Organization achieves substantially lower in general expenditure charges in contrast to traditional auto enhancement and producing methods, by leveraging its in-home production processes as very well as its proprietary MicroFactory together with its tech-first IT architecture (Online of Manufacturing), which simplify the generation method and involve fewer money invest per device of output as opposed to conventional methods.

In 2018, e.GO produced its initial MicroFactory in Aachen, Germany, and created its battery electrical automobile platform. The Firm subsequently started vehicle production in the next half of 2021.

To day, e.GO has place more than 1,000 of its motor vehicles on the road and is presently doing work to broaden its geographic reach and manufacturing footprint. The Company’s second MicroFactory in Southeast Europe is predicted to start out construction before the close of this year. Each and every MicroFactory is capable of producing roughly 30,000 automobiles for every calendar year in a three-change setting.

The Company’s model ambassador, the Brazilian football feeling Neymar Jr, unveiled the 2022 product, the e.wave.x, in May possibly 2022.

“The partnership we declared with Athena today is a amazing milestone in e.GO’s journey,” reported Ali Vezvaei Chairman of the Board of e.GO. “This Transaction will make it possible for us to speed up our progress, extend our international reach, and carry on our observe document of disruptive innovation. e.GO has previously manufactured a mark in Europe, in which we have recognized our initial MicroFactory in Germany, at the heart of the automotive marketplace. We are properly positioned to capitalize on growing throughout the world mandates to decarbonize city mobility, notably in crowded and congested cities, although leveraging our special decentralized creation technological innovation and supplying financial worth add to our host nations around the world and communities. By creating cars with target on usefulness, practicality and smart providers, e.GO is generating the electric powered transformation of urban mobility a lot easier and significantly less costly. Our autos deliver a pleasurable, special and technology-enabled knowledge to buyers, when at the similar time shifting the deal with of city mobility for the far better.”

“The Athena platform of SPACs is centered on bringing tomorrow’s market leaders to the general public markets nowadays, and we imagine e.GO has all the factors to provide on that assure,” stated Isabelle Freidheim, Chairman of the Board of Athena. “e.GO has leveraged the lessons realized in the EV vehicle producing space we imagine this lets e.GO to supply prospects and traders alike an business standard setting worth proposition. e.GO is carving out a successful area in the EV marketplace for its consumers, whilst at the very same time endeavor a persuasive reinvention of the manufacturing system. With EV industry management decided above the next decade, e.GO is terribly perfectly positioned to be at the forefront of this market transformation.”

Transaction Overview

The Transaction is anticipated to create gross proceeds of up to roughly $285 million of income, before the impact of possible redemptions by Athena’s general public stockholders, which will be employed to fund operations and growth. The professional forma implied business worth of the blended company is $913 million. The implied pre-income marketplace capitalization of e.GO is around $800 million, including a share overall performance-primarily based make-out for e.GO shareholders of 30 million shares.

After the Transaction, e.GO’s leadership will continue on to execute on e.GO’s tactic and expansion. The Board of Administrators of the blended enterprise will include things like illustration from e.GO and Athena and will be chaired by Ali Vezvaei.

The Transaction has been unanimously authorised by the boards of directors of Athena and e.GO. Completion of the proposed Transaction is subject to customary closing disorders.

Added information about the proposed Transaction, together with a copy of the business enterprise mix arrangement and the investor presentation, will be delivered in a Latest Report on Form 8-K to be submitted by Athena with the U.S. Securities and Exchange Fee (the “SEC”) and out there at www.sec.gov.

Advisors

Cohen & Company Funds Markets, a division of J.V.B. Economic Team, LLC (“CCM”), served as financial and money marketplaces advisors to Athena. Morgan, Lewis & Bockius LLP served as authorized counsel to CCM. Sullivan & Cromwell LLP served as lawful counsel to e.GO. White & Situation LLP served as legal counsel to Athena.

Investor Convention Get in touch with Data

e.GO and Athena will host a joint investor meeting simply call to talk about the proposed Transaction now, July 28, 2022 at 8:30AM ET.

To hear to the prepared remarks via phone from the U.S., dial 1-877-704-4453 and an operator will support you. International investors may well hear to the get in touch with by dialing 1-201-389-0920. A phone replay will be out there by dialing 1-844-512-2921 if in the U.S, and by dialing 1-412-317-6671 from outdoors the U.S. The PIN for entry to the replay is 13732025. The replay will be available by way of August 11, 2022.

About e.GO

e.GO, headquartered in Aachen, Germany, types and manufactures battery electrical autos for the urban atmosphere, with a target on ease, reliability and affordability. e.GO has formulated a disruptive remedy for developing its electric autos working with proprietary technologies and very low value MicroFactories, and has autos previously on the road these days. e.GO is serving to cities and their inhabitants strengthen the way they get all around and is earning clean up and handy city mobility a actuality.

Visit https://www.e-go-cell.com/ to master much more.

About Athena Purchaser Acquisition Corp.

Athena Customer Acquisition Corp. is the next SPAC founded by Isabelle Freidheim, with Jane Park serving as CEO, Jennifer Carr-Smith as President and Angy Smith as CFO. All 3 Athena SPACs are comprised fully of ladies founders, CEOs, board users and other executives.

Essential Info about the Business enterprise Mix and In which to Locate It

In connection with the Business Blend, Subsequent.e.GO N.V. (“TopCo”) intends to file with the SEC a registration statement on Sort F-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy assertion. Athena will mail a definitive proxy statement/last prospectus and other relevant paperwork to its stockholders. This conversation is not a substitute for the Registration Assertion, the definitive proxy statement/remaining prospectus or any other doc that Athena will deliver to its stockholders in link with the Enterprise Mixture. Buyers and safety holders of Athena are encouraged to browse, when out there, the proxy statement/prospectus in link with Athena’s solicitation of proxies for its specific meeting of stockholders to be held to approve the Company Combination (and connected issues) due to the fact the proxy assertion/prospectus will have vital information and facts about the Company Mix and the events to the Small business Combination. The definitive proxy assertion/ultimate prospectus will be mailed to stockholders of Athena as of a file date to be set up for voting on the Business Blend. Stockholders will also be in a position to receive copies of the proxy statement/prospectus, devoid of charge, the moment available, at the SEC’s website at www.sec.gov or by directing a ask for to: 442 5th Avenue, New York, NY, 10018.

This push release is for informational uses only and does not represent an offer you to promote or the solicitation of an present to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which these present, solicitation or sale would be unlawful prior to registration or qualification less than the securities regulations of any this kind of jurisdiction. No giving of securities shall be produced other than by suggests of a prospectus meeting the prerequisites of Segment 10 of the Securities Act of 1933, as amended (the “Securities Act”), or an relevant exemption from the registration needs thereof.

Individuals in the Solicitation

Athena, e.GO, TopCo and their respective directors, government officers, other users of management, and staff members, underneath SEC regulations, might be considered to be individuals in the solicitation of proxies of Athena’s stockholders in link with the Small business Combination. Investors and safety holders may well acquire more thorough details with regards to the names and pursuits in the Organization Combination of Athena’s directors and officers in Athena’s filings with the SEC, and these kinds of facts and names of e.GO’s administrators and govt officers will also be in the Registration Statement to be filed with the SEC by TopCo, which will contain the proxy statement of Athena for the Small business Mix.

Forward Wanting Statements

This press launch incorporates “forward-on the lookout statements” in just the meaning of the “safe harbor” provisions of the United States Personal Securities Litigation Reform Act of 1995. Ahead-wanting statements may perhaps be discovered by the use of words and phrases these types of as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other equivalent expressions (or unfavorable versions of these phrases or expressions) that predict or indicate potential occasions or traits or that are not statements of historical issues. These forward-looking statements incorporate, but are not restricted to, statements about Athena, e.GO, and TopCo’s anticipations with regard to upcoming general performance and anticipated monetary impacts of the Organization Blend, the satisfaction of the closing problems to the Enterprise Mixture, the amount of redemptions by Athena’s public stockholders, the timing of the completion of the Business Blend and the use of the cash proceeds therefrom. These statements are dependent on numerous assumptions, no matter if or not discovered herein, and on the present-day expectations of Athena, e.GO, and TopCo’s management and are not predictions of actual overall performance. These ahead-searching statements are offered for illustrative needs only and are not supposed to provide as, and have to not be relied on by any investor as, a ensure, an assurance, a prediction or a definitive assertion of fact or probability. Actual situations and situations are tough or unachievable to predict and may possibly differ from assumptions, and these variations may well be material. Several real occasions and circumstances are beyond the management of Athena, e.GO, and TopCo.

These ahead-wanting statements are matter to a quantity of pitfalls and uncertainties, including: (i) improvements in domestic and overseas organization, industry, monetary, political and legal disorders (ii) the inability of the functions to productively or well timed consummate the proposed Company Mixture, such as the chance that any essential regulatory approvals are not obtained, are delayed or are matter to unanticipated conditions that could adversely affect the mixed company or the anticipated added benefits of the proposed Organization Mix or that the approval of the stockholders of Athena or e.GO is not acquired (iii) failure to recognize the anticipated advantages of the proposed Enterprise Combination (iv) hazards relating to the uncertainty of the projected money data with regard to e.GO (v) the consequence of any authorized proceedings that may well be instituted against Athena and/or e.GO adhering to the announcement of the Small business Combination settlement and the transactions contemplated therein (vi) long run global, regional or nearby economic and marketplace situations (vii) the development, effects and enforcement of guidelines and rules (viii) e.GO’s capability to expand and reach its organization objectives (ix) the effects of competition on e.GO’s upcoming company (x) the sum of redemption requests built by Athena’s public stockholders (xi) the capability of Athena or the blended company to issue fairness or fairness-joined securities in the long term (xii) the potential of e.GO and Athena to increase interim financing in relationship with the Enterprise Mix (xiii) the end result of any opportunity litigation, govt and regulatory proceedings, investigations and inquiries (xiv) the risk that the proposed Organization Mixture disrupts present-day programs and functions as a end result of the announcement and consummation, (xv) fees similar to the Organization Mixture, (xvi) the effects of the worldwide COVID-19 pandemic and (xvii) all those factors talked over in the “Risk Factors” segment of Athena’s Once-a-year Report on Sort 10-K for the yr ended December 31, 2021, the Registration Assertion (when obtainable) and other documents if and when submitted by Athena or e.GO from time to time with the SEC. Added dangers relevant to e.GO’s business enterprise include, but are not limited to: the market’s willingness to undertake electrical cars volatility in need for automobiles e.GO’s dependence on the proposed Small business Mix and other exterior financing to continue on its operations considerable worries as a new entrant in the automotive business e.GO’s capability to handle cash expenses and costs price will increase or disruptions in provide of uncooked resources, semiconductor chips or other parts breaches in info stability e.GO’s capability to establish, keep and reinfo
rce its brand negligible knowledge in servicing and repairing cars product recollects failure by joint-enterprise to fulfill their contractual commitments unfavorable improvements to the regulatory atmosphere hazards and uncertainties arising from the acquisition of e.GO’s predecessor small business and property subsequent the opening of insolvency proceedings around the predecessor’s belongings in July 2020 protection of e-GO’s intellectual property. If any of these hazards materialize or our assumptions prove incorrect, actual outcomes could differ materially from the final results implied by these forward-looking statements. There might be more challenges that neither e.GO nor Athena presently know or that e.GO and Athena currently think are immaterial that could also trigger true benefits to vary from these contained in the ahead-looking statements. In addition, forward-searching statements mirror e.GO’s and Athena’s expectations, options or forecasts of future occasions and views as of the date of this press release. e.GO and Athena anticipate that subsequent events and developments will bring about e.GO’s and Athena’s assessments to change. Nevertheless, though e.GO and Athena may elect to update these ahead-hunting statements at some place in the upcoming, e.GO and Athena exclusively disclaim any obligation to do so. These ahead-searching statements must not be relied on as symbolizing e.GO’s and Athena’s assessments as of any day subsequent to the date of this press launch Appropriately, undue reliance need to not be put on the forward-wanting statements.

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Get in touch with: e.GOFor Investors:

Caldwell Bailey

ICR, Inc.

[email protected] Media:

James McCusker

ICR, Inc.

[email protected] Consumer Acquisition Corp.For Media & Buyers:

Claire Kerr

Bevel PR

[email protected]

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Sector Keyword: AUTOMOTIVE AUTOMOTIVE Producing EV/Electrical Vehicles Technologies BATTERIES Producing Option Automobiles/FUELS

Source: Future.e.GO Cellular SE

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PUB: 07/28/2022 06:54 AM/DISC: 07/28/2022 06:54 AM

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