SEC Form SC 13G filed by Next.e.GO N.V.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Next.e.GO
N.V.
(Name of Issuer)
Ordinary
Shares, nominal value of €0.12 per share
(Title of Class of Securities)
N63018118**
(CUSIP Number)
December 31,
2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
| ** ** | Represents the CINS number for the ordinary shares. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N63018118 | 13G |
| 1. | Names of Reporting Persons
NDX B.V. |
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
The Netherlands |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
4,758,219 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
4,758,219 | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
33,494,184 |
| 10. | Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented By Amount in Row (9)
45.5%* |
| 12. | Type of Reporting Person (See Instructions)
FI |
| * | Calculated based on 73,616,318 Ordinary Shares issued and outstanding as per December 31, 2023. |
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| CUSIP No. N63018118 | 13G |
| 1. | Names of Reporting Persons
nd industrial investments B.V. |
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
The Netherlands |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
28,735,965 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
28,735,965 | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
33,494,184 |
| 10. | Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented By Amount in Row (9)
45.5%* |
| 12. | Type of Reporting Person (See Instructions)
FI |
| * | Calculated based on 73,616,318 Ordinary Shares issued and outstanding as per December 31, 2023. |
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| CUSIP No. N63018118 | 13G |
| 1. | Names of Reporting Persons
ND Group B.V. |
| 2. | Check the Appropriate Box If a Member of a Group (See Instructions)
a. ☒ b. ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
The Netherlands |
| Number
of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
33,494,184 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
33,494,184 | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
33,494,184 |
| 10. | Check
Box If the Aggregate Amount in Row (9) Excludes Certain Shares
☐ |
| 11. | Percent of Class Represented By Amount in Row (9)
45.5%* |
| 12. | Type of Reporting Person (See Instructions)
HC |
| * | Calculated based on 73,616,318 Ordinary Shares issued and outstanding as per December 31, 2023. |
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| CUSIP No. N63018118 | 13G |
| Item 1(a). | Name of Issuer: |
Next.e.GO N.V.
| Item 1(b). | Address of the Issuer’s Principal Executive Offices: |
Lilienthalstraße
1
52068 Aachen
Germany
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being filed by (1) NDX B.V. (“NDX”), (2) nd industrial investments B.V. (“NDII”) and (3) ND Group B.V. (“ND Group”), each a private limited liability company organized under the laws of the Netherlands (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an agreement of joint filing, a copy of which is attached hereto as Exhibit 1. NDX and NDII are 100% subsidiaries of ND Group. This statement relates to Shares, as defined below, held by NDX and NDII. Each of NDX, NDII and ND Group, in the capacities set forth above, may be deemed to be the beneficial owner of the Shares, as applicable.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
All Reporting Persons may be contacted at Flight Forum 880, Eindhoven 5657, The Netherlands.
| Item 2(c). | Citizenship: |
NDX, NDII and ND Group are private limited liability companies organized under the laws of the Netherlands.
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, nominal value of €0.12 per share (the “Shares”)
| Item 2(e). | CUSIP Number: |
N63018118
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| a. | ☐ | Broker or dealer registered under Section 15 of the Act. |
| b. | ☐ | Bank as defined in Section 3(a)(6) of the Act. |
| c. | ☐ | Insurance company as defined in Section 3(a)(19) of the Act. |
| d. | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940. |
| e. | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| f. | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
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| CUSIP No. N63018118 | 13G |
| g. | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| h. | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| i. | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| j. | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership: |
Please see Items 5 - 9 and 11 on the Cover Pages.
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ .
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
See Item 2.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
| Date: February 20, 2024 | ||
| NDX B.V. | ||
| /s/ Ali Vezvaei | ||
| Name: | Ali Vezvaei | |
| Title: | Managing Director | |
| nd Industrial Investments B.V. | ||
| /s/ Islam Ceka | ||
| Name: | Islam Ceka | |
| Title: | Managing Director | |
| nd Industrial Investments B.V. | ||
| /s/ Selman Kilosi | ||
| Name: | Selman Kilosi | |
| Title: | Managing Director | |
| ND Group B.V. | ||
| /s/ Ali Vezvaei | ||
| Name: | Ali Vezvaei | |
| Title: | Managing Director | |
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