The modifications, implemented on August 25, involve revising both the warrant exchange and the earn-out agreement.
Under the previous terms of Athena’s business combination agreement, every outstanding warrant allowing the purchase of a share of Athena Class A Common stock would have been converted into a warrant for acquiring a newly issued ordinary share, maintaining the same conditions that were applicable to each warrant before the agreement at the time of closing.
However, according to the new arrangement, just before the closing of the deal, each outstanding warrant will be canceled and exchanged for 0.175 shares of Class A common stock. These shares will then undergo an exchange for newly issued shares.
In connection with the proposed warrant exchange, Athena and e.GO have renegotiated certain terms of the earn-out agreement.
The parties have agreed that the combined company will issue e.GO shareholders 30 million earn-out shares at closing. 20 million of the earn-out shares will be divided into four equal five million share tranches, with each tranche subject to immediate vesting and releases of trading and voting restrictions if the trading price per share at any point is greater than or equal to $12.50, $15, $20, and $25, respectively, for any 20 trading days within 30 consecutive trading days during the five-year period following the closing. The remaining 10 million earn-out shares will vest immediately as of the closing and will be subject to a 12-month lock-up.
Athena announced its $913 million merger with e.GO in July 2022. 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.
The SPAC originally planned to finance the deal with $235 million from its trust, but saw 95.8% of that removed from redemptions during a recent extension vote, leaving it with approximately $10.4 million post-vote.
Athena had anticipated holding a special meeting last month for the purpose of voting on its business combination with e.GO. However, it announced that the meeting had been postponed. The special meeting, initially planned for August 14, is currently awaiting a new date to be determined. Athena expects to announce the rescheduled date promptly after the SEC declares the registration statement effective.