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                                December 1, 2023

       Eelco Van Der Leij
       Executive Director
       Next.e.GO N.V.
       Lilienthalstra  e 1
       52068 Aachen, Germany

       Next.e.GO N.V.

                                                        Re: Next.e.GO N.V.
                                                            Registration
Statement on Form F-1
                                                            Filed November 14,
2023
                                                            File No. 333-275553

       Dear Eelco Van Der Leij:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Form F-1 filed November 14, 2023

       Cover Page

   1.                                                   For each of the
securities being registered for resale, disclose the price that the selling
                                                        securityholders paid
for such securities.
   2.                                                   Disclose the exercise
price of the warrants compared to the market price of the underlying
                                                        security. If the
warrants are out the money, please disclose the likelihood that warrant
                                                        holders will not
exercise their warrants. Provide similar disclosure in the prospectus
                                                        summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
                                                        associated with the
exercises of the warrants are dependent on the stock price. As
                                                        applicable, describe
the impact on your liquidity and update the discussion on the ability
                                                        of your company to fund
your operations on a prospective basis with your current cash on
                                                        hand.
 Eelco Van Der Leij
FirstName
Next.e.GO LastNameEelco  Van Der Leij
          N.V.
Comapany1,
December  NameNext.e.GO
             2023        N.V.
December
Page 2    1, 2023 Page 2
FirstName LastName
3.       We note the significant number of redemptions of your common stock in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. We also note that all or
most of the shares
         being registered for resale were purchased by the selling
securityholders for prices
         considerably below the current market price of the common stock.
Highlight the
         significant negative impact sales of shares on this registration
statement could have on the
         public trading price of the common stock.
Risk Factors, page 18

4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         common stock. To illustrate this risk, disclose the purchase price of
the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also disclose that even though the
current trading price
         is significantly below the SPAC IPO price, the private investors have
an incentive to sell
         because they will still profit on sales because of the lower price
that they purchased their
         shares than the public investors.
Management's Discussion and Analysis of Financial Condition, page 82

5.       We note that the projected revenues for 2023 were    440.3 million, as
set forth in the
         unaudited prospective financial information management prepared and
provided to the
         Board, the company   s financial advisors and the SPAC in connection
with the evaluation
         of the Business Combination. We also note the disclosure on page 135
of the Form F-4
         regarding the changes in assumptions underlying the projections and
that you believe
         projected volumes for 2024 continue to be reasonable. We also note
that your actual
         revenues for the Six Months Ended June 30, 2023 was approximately
256,000. It appears
         that you will miss your 2023 revenue projection and it appears you
will also miss 2024
         revenue projections. Please update your disclosure in Liquidity and
Capital Resources,
         and elsewhere, to provide updated information about the company   s
financial position and
         further risks to the business operations and liquidity in light of
these circumstances.
6.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that ND Group, B.V., a beneficial owner of over 45%
of your
         outstanding shares, will be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
General

7.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         shares being registered for resale. Highlight any differences in the
current trading price,
         the prices that the selling securityholders acquired their shares, and
the price that the
 Eelco Van Der Leij
Next.e.GO N.V.
December 1, 2023
Page 3
       public securityholders acquired their shares. Disclose that while the
selling
       securityholders may experience a positive rate of return based on the
current trading price,
       the public securityholders may not experience a similar rate of return
on the securities
       they purchased due to differences in the purchase prices and the current
trading price.
       Please also disclose the potential profit the selling securityholders
will earn based on the
       current trading price. Lastly, please include appropriate risk factor
disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Gregory Herbers at 202-551-8028 or Geoffrey Kruczek at
202-551-3641
with any other questions.



                                                             Sincerely,
FirstName LastNameEelco Van Der Leij
                                                             Division of
Corporation Finance
Comapany NameNext.e.GO N.V.
                                                             Office of
Manufacturing
December 1, 2023 Page 3
cc:       Clemens Rechberger
FirstName LastName