SPACInsider Logo
Athena Consumer (ACAQ) FPA for e.GO Deal Terminated
by Nicholas Alan Clayton on 2023-03-09 at 3:38pm

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.


Recent Posts
by Marlena Haddad on 2023-03-20 at 4:27pm

Aimfinity Investment Corp. I (NASDAQ:AIMA) announced this afternoon that its sponsor entered into a repurchase agreement with previous directors and officers of the company and will undergo a change in management. On March 16, Aimfinity’s sponsor initiated a distribution of 300,000 founder shares and 492,000 private placement units to its existing members and entered into a repurchase...

by Marlena Haddad on 2023-03-20 at 12:50pm

AI Transportation Acquisition Corp. (NASDAQ:AITR) filed its S-1 last Wednesday afternoon for a $50 million IPO, marking the first SPAC to file for an IPO in March. While the new company may pursue a target in any industry, it intends to focus its search in the transportation field, including but not limited to logistics, new energy...

by Marlena Haddad on 2023-03-20 at 11:33am

Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News:  Virgin Orbit plans for insolvency amid rescue talks with investors, WeWork reaches deal to cut debt, and Pear Therapeutics explores “strategic alternatives” Virgin Orbit plans for insolvency amid rescue talks with investors Sky News...

by Nicholas Alan Clayton on 2023-03-20 at 10:51am

Home Plate (NASDAQ:HPLT) has entered into a definitive agreement to combine with shipping company Heidmar at an anticipated enterprise value of $214.4 million, or 7.2x its 2023E EBITDA. Athens-based Heidmar operates an asset-light shipbroking network providing access to a pool of 60 fuel tanker and dry bulk ships. The combined company is expected to trade...

by Nicholas Alan Clayton on 2023-03-20 at 7:15am

two (NYSE:PIAI) announced in an 8-K this morning that it has pushed back its special meeting one week from March 24 to 10 am ET, March 31. Shareholders at the meeting will consider a proposal to extend its transaction deadline from April 1 to January 1, 2024. The SPAC’s sponsor has not yet offered to...

Privacy Policy|Terms Of Use
Copyright © 2023 SPACInsider, Inc. All Rights Reserved