Athena Consumer (ACAQ) FPA for e.GO Deal Terminated

Athena Consumer (NYSE:ACAQ) announced in an 8-K this afternoon that its forward purchase agreement (FPA) for up to 15,000,000 shares with Vellar Opportunity Fund has been terminated.

The filing provided no other detail on the cause or context to the termination. But, the FPA, which was announced in October 2022, could be terminated under the original agreement should Athena Consumer’s combination with EV-maker e.GO be terminated of if it was not closed by its own outside date.

This outside date has already been extended to June 30, 2023. One other possible trigger for termination would be if the either the SPAC or the combined company were to be de-listed. This also has not occurred, but, Athena Consumer did transfer down to the NYSE American on February 9.

If the FPA were to be terminated for these or other reasons attributable to e.GO, Vellar is to be owed the sum of its expenses up to $75,000 plus $3 million.

But beyond the breakup fees, the loss of the Vellar FPA removes a significant source of committed capital from the deal. Though its mechanisms were complex, it would have in theory covered up to 15,000,000 shares that would have otherwise been tendered for redemption at the completion vote, or $154.6 million at its current redemption rate.

But, in the intervening months, Athena Consumer’s float of public shares was also reduced to 2,048,936 after it had 91% of shares redeemed as of a January 22 extension vote. Outside of the FPA, Athena Consumer had also added $15 million in bridge financing to the deal.

But, together with its estimated $21.4 million remaining in trust, this would not be enough to now meet the transaction’s $50 million minimum cash condition. Athena Consumer still has time to potentially form new facilities, however, as it may now extend its deadline in one-month increments up to July 22.

The parties initially announced their $913 million merger on July 28. Aachen, Germany-based e.GO designs and manufactures compact EVs designed for urban markets at microfactories, which it believes will provide a more capital efficient entry to the market.