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

NEW YORK & AACHEN, GERMANY–Next.e.GO Mobile SE, an innovative producer of urban electric vehicles based on disruptive production systems, and Athena Consumer Acquisition Corp. today announced a definitive agreement for a business combination that would result in e.GO becoming a publicly listed company on the New York Stock Exchange.

e.GO, headquartered in Aachen, Germany, develops, designs, manufactures and markets electric vehicles for the urban environment, focusing on convenience, practicality, ease of service and cost. This is accomplished through proven and disruptive innovations in vehicle design, material selection, a smart and flexible battery solution as well as a decentralized approach to production combining low capex and a relatively smaller environmental footprint compared to other manufacturers.

The Company achieves considerably lower overall investment costs compared to traditional vehicle development and manufacturing methods, by leveraging its in-house manufacturing processes as well as its proprietary MicroFactory along with its tech-first IT architecture (Internet of Production), which simplify the production process and require less capital spend per unit of output compared to traditional methods.

In 2018, e.GO constructed its first MicroFactory in Aachen, Germany, and developed its battery electric vehicle platform. The Company subsequently began vehicle production in the second half of 2021.

To date, e.GO has put over 1,000 of its vehicles on the road and is currently working to expand its geographic reach and production footprint. The Company’s second MicroFactory in Southeast Europe is expected to start construction before the end of this year. Each MicroFactory is capable of producing approximately 30,000 cars per year in a three-shift setting.

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

“The partnership we announced with Athena today is a remarkable milestone in e.GO’s journey,” said Ali Vezvaei Chairman of the Board of e.GO. “This Transaction will allow us to accelerate our growth, expand our global reach, and continue our track record of disruptive innovation. e.GO has already made a mark in Europe, where we have established our first MicroFactory in Germany, at the heart of the automotive industry. We are well positioned to capitalize on growing worldwide mandates to decarbonize urban mobility, particularly in crowded and congested cities, while leveraging our unique decentralized production technology and providing economic value add to our host countries and communities. By producing vehicles with focus on convenience, practicality and smart services, e.GO is making the electric transformation of urban mobility easier and less costly. Our vehicles provide a fun, unique and technology-enabled experience to customers, while at the same time changing the face of urban mobility for the better.”

“The Athena platform of SPACs is focused on bringing tomorrow’s industry leaders to the public markets today, and we believe e.GO has all the elements to deliver on that promise,” said Isabelle Freidheim, Chairman of the Board of Athena. “e.GO has leveraged the lessons learned in the EV car manufacturing space; we believe this allows e.GO to offer customers and investors alike an industry standard setting value proposition. e.GO is carving out a successful place in the EV industry for its customers, while at the same time undertaking a compelling reinvention of the manufacturing process. With EV industry leadership determined over the next decade, e.GO is extraordinarily well positioned to be at the forefront of this industry transformation.”

Transaction Overview

The Transaction is anticipated to generate gross proceeds of up to approximately $285 million of cash, before the impact of potential redemptions by Athena’s public stockholders, which will be used to fund operations and growth. The pro forma implied enterprise value of the combined company is $913 million. The implied pre-money market capitalization of e.GO is approximately $800 million, including a share performance-based earn-out for e.GO shareholders of 30 million shares.

After the Transaction, e.GO’s leadership will continue to execute on e.GO’s strategy and growth. The Board of Directors of the combined company will include representation from e.GO and Athena and will be chaired by Ali Vezvaei.

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

Additional information about the proposed Transaction, including a copy of the business combination agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by Athena with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.