Filed by Athena Consumer Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of
1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Next.e.GO B.V.
Commission File No. 333-270504
Date: September 27, 2023
Athena
Consumer Acquisition Corp. to Adjourn Special Meeting of Stockholders and Special Meeting of Warrant Holders Until September 29, 2023
New York, NY, Sept. 27, 2023 (GLOBE NEWSWIRE) -- Athena Consumer Acquisition Corp. (“Athena”) (NYSE American:
ACAQ.U, ACAQ, ACAQ WS) announced today that Athena intends to convene and then adjourn, without conducting any business, (1) the special
meeting of its stockholders (the “Special Meeting”), scheduled to occur on Thursday, September 28, 2023, at
1:00 p.m., Eastern Time, until Friday, September 29, 2023, at 4:00 p.m., Eastern Time, and (2) the special meeting of its warrant holders
(the “Warrant Holders Meeting” and, together with the Special Meeting, the “Special Meetings”),
scheduled to occur on Thursday, September 28, 2023, at 1:30 p.m., Eastern Time, until Friday, September 29, 2023, at 4:30 p.m., Eastern
Time, each to be held virtually, pursuant to the determination of the chairperson of the Special Meetings. The Special Meetings are being
held to vote on the proposals described in Athena’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 15, 2023 (the “definitive proxy statement”),
relating to its proposed business combination (the “Business Combination”) with 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”). Athena and e.GO expect to close the Business Combination shortly after
the Special Meetings, subject to the approval of Athena’s stockholders at the Special Meeting and other closing conditions.
Additional
Information about the Business Combination and Where to Find It
In
connection with the proposed Business Combination, TopCo has filed with the SEC a registration statement on Form F-4 on March 13, 2023
(as amended, the “Registration Statement”), which includes a proxy statement/prospectus, and certain other
related documents. The Registration Statement has been declared effective by the SEC on September 22, 2023. The definitive proxy statement/final
prospectus has been mailed to stockholders and warrant holders of Athena of record as of August 28, 2023. Athena’s stockholders,
warrant holders and other interested persons are advised to read the definitive proxy statement/prospectus and any amendments thereto,
as these will contain important information about the Business Combination and the parties to the Business Combination. Stockholders
and warrant holders will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that
has been incorporated by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov
or by directing a request to: 442 5th Avenue, New York, NY, 10018.
Participants
in the Solicitation
Athena,
e.GO, TopCo and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of Athena’s stockholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Athena’s
directors and officers in Athena’s filings with the SEC, and such information and names of e.GO’s directors and executive
officers is also contained in the Registration Statement, and is available free of charge from the sources indicated above.
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 level of redemptions by Athena’s
public stockholders, 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 or that the
approval of the stockholders or warrant holders of Athena or e.GO is not obtained; (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 amount of redemption requests made by Athena’s public stockholders; (xi) the ability of Athena or the
combined company to issue equity or equity-linked securities in the future; (xii) the ability of e.GO and Athena to raise interim financing
in connection with the Business Combination; (xiii) the outcome of any potential litigation, government and regulatory proceedings, investigations
and inquiries; (xiv) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement
and consummation, (xv) costs related to the Business Combination, (xvi) the impact of a sustained outbreak of COVID-19 and (xvii) those
factors discussed under the heading “Risk Factors” and in the documents filed, or to be filed, by Athena and TopCo with the
SEC. 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.
About
Athena
Athena
Consumer Acquisition Corp. (NYSE: ACAQ.U, ACAQ, ACAQ WS), incorporated in Delaware, is a special purpose acquisition company (“SPAC”)
incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities. 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.
No
Offer or Solicitation
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer 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 such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or
an applicable exemption from the registration requirements thereof.
MEDIA
CONTACT:
Libbie Wilcox
Bevel PR
Athena@bevelpr.com
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