Athena Consumer Acquisition made two adjustments to its business combination agreement with German EV maker e.Go. The warrant exchange originally called for the right to purchase a newly issued ordinary share at €0.12. According to an 8-K filing, this was changed to provide that each outstanding warrant to purchase a share of Athena common stock will now be cancelled and exchanged for 0.175 shares of Class A stock, which will subsequently, in connection with the closing, be exchanged for newly issued shares in the combined company, pending approval of the SPAC’s shareholders.
The second change involves a revision to the earn-out agreement. Athena and e.GO renegotiated certain terms of the earn-out agreement. The combined company will now issue to e.GO Shareholders 30 million earn-out shares at closing. Of that amount, 20 million shares will be divided into four equal 5 million-share tranches, with each tranche subject to immediate vesting and release of trading and voting restrictions if the trading price of the newly merged company at any point during trading hours is greater than or equal to $12.50, $15, $20 and $25, respectively, for any 20 trading days within any period of 30 consecutive trading days for five years after closing. The remaining 10 million shares will vest immediately at the closing and will be subject to a 12-month lock-up.
At deal announcement a year ago, the transaction was expected to provide gross proceeds of up to approximately $285 million to e.GO. That was before redemptions ahead of six deadline extensions began to erode the cash in trust.
A shareholder vote on the merger was postponed and a new date for the meeting is to be announced once the SEC declares the registration statement effective.
Athena lost 91% of its shares to redemptions ahead of an extension vote in January.
The SPAC has secured $15 million in bridge financing and now holds about $10.4 million in trust. Read more.
