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                           June 16, 2023

       Ali Vezvaei
       Chairperson
       Next.e.GO B.V.
       Lilienthalstra  e 1
       52068 Aachen, Germany

                                                        Re: Next.e.GO B.V.
                                                            Registration
Statement on Form F-4
                                                            Filed June 1, 2023
                                                            File No. 333-270504

       Dear Ali Vezvaei:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
29, 2023 letter.

       Amendment No. 1 to Registration Statement on Form F-4

       Unaudited Pro Forma Condensed Combined Financial Information, page 195

   1.                                                   We note from your
disclosures throughout the filing that the Forward Purchase Agreement
                                                        was terminated on March
3, 2023. Please reflect this termination in your pro forma
                                                        financial statements.
 Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
           B.V.
Comapany
June       NameNext.e.GO B.V.
     16, 2023
June 16,
Page 2 2023 Page 2
FirstName LastName
2.       We note your response to prior comment 9 and revised presentation in
the pro forma
         financial statements to reflect the additional shareholder loans.
However, these
         transactions do not appear to be related to the business combination
transaction. In this
         regard, please revise your introductory paragraph to include a
description of the
         transactions involving the shareholder loan and the IP Note. Your
revised disclosure
         should describe (i) each transaction for which pro forma effects is
being given, (ii) the
         entities involved, (iii) the periods for which the pro forma financial
information is
         presented, and (iv) an explanation of what the pro forma presentation
shows.
Unaudited Pro forma Condensed Combined Statement of Operations as of December
31, 2021,
page 198

3.       Please remove the comparative pro forma condensed combined statement
of operations
         for the year ended December 31, 2021, as a pro forma income statement
should not be
         presented for more than one complete fiscal year, which in this case
is for the year ended
         December 31, 2022. Refer to Article 11-02(c)(2) of Regulation S-X.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Note 3 Transaction Accounting Adjustments, page 201

4.       We note your revised adjustment (7) offsets the entry made to
accumulated deficit with
         retained earnings. This essentially has no effect on the balance sheet
as accumulated
         deficit and retained earnings represent the same account; therefore,
the purpose of
         this entry is unclear. Please combine the two accounts into a single
line item as your
         current presentation is confusing. Your entry does not appear to
comply with IFRS 2 and
         is not consistent with your explanation of adjustment (7) on page 202.
Please revise
         accordingly.
Financial statements of Next.e.GO Mobile SE for the fiscal year ended December
31, 2022
Note 15. Events occurring after the reporting period, page F-58

5.       Your revised disclosure states you signed a complementary term-sheet
to the IP Note with
         Painted Sky Partners (acting as the investor) for the investment of up
to USD 75 million
         into the IP Note. Please revise your disclosure to clarify the nature
of the arrangement and
         its salient terms, including any features (e.g., redemption,
conversion, etc.) material to an
         investor's understanding.
6.       Additionally, we note the term-sheet with Traust Structured, LLC and
Two River
         Ventures, LLC for an IP Note provides for a total volume of    up to
 USD 75
         million. Please revise to clarify whether the agreement provides the
Company with the full
         borrowing capacity of USD 75 million, or if the borrowing capacity
could be less and the
         terms for determining the actual amount to be funded. In this regard,
tell us your basis for
         reflecting the full USD 75 million in your pro forma financial
statements.
 Ali Vezvaei
FirstName
Next.e.GO LastNameAli Vezvaei
           B.V.
Comapany
June       NameNext.e.GO B.V.
     16, 2023
June 16,
Page 3 2023 Page 3
FirstName LastName
Note 17. Earnings per Share, page F-62

7.       Please revise to present the diluted loss per share on the face of the
statement of profit and
         loss on page F-4, and revise your notes to the consolidated financial
statements to comply
         with the disclosures required by paragraph 70 of IAS 33.
Note 19. Segment Reporting, page F-62

8.       Please revise your segment footnote to comply with the disclosure
requirements outlined
         in paragraphs 22 and 31 of IFRS 8, as applicable.
General

9.       Please tell us when you intend to file as exhibits the agreements
mentioned on page 230.
         In this regard, we note the added disclosure regarding a share
subscription with GEM
         Global. We also note the disclosures regarding the IP Note and
Yorkville.
10.      We note the revisions to your disclosures beginning on page 146.
Please make
         corresponding revisions to other sections of this document where you
discuss tax
         consequences, such as pages 17 and 91, among other locations. Also, we
note tax
         opinions have not yet been filed as exhibits. Please ensure that such
opinions address the
         tax consequences of the redemption of securities, to the extent
material.
       You may contact Eiko Yaoita Pyles at 202-551-3587 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Manufacturing
cc:      Clemens Rechberger