VAM Investments SPAC B.V.

Regulatory Filings • Apr 17, 2023

Untitled ANNUAL REPORT FOR THE PERIOD FROM 1 JANUARY 2022 UP TO AND UNTIL 31 DECEMBER 2022 2 TABLE OF CONTENTS Page MANAGEMENT REPORT ...................................................................................................................... 3 REPORT OF THE NON-EXECUTIVE DIRECTORS ........................................................................... 23 STATEMENT OF DIRECTORS’ RESPONSIBILITIES ......................................................................... 30 FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2022 UP TO AND UNTIL 31 DECEMBER 2022 ........................................................................................................................ 32 OTHER INFORMATION ....................................................................................................................... 61 INDEPENDENT AUDITOR’S REPORT ............................................................................................... 62 3 MANAGEMENT REPORT General VAM Investments SPAC B.V. (“VAM Investments SPAC” or the “Company”) is a private limited liability company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company’s Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. on 19 July 2021 following an initial public offering (“IPO”) of Units (as defined below) pursuant to which it raised €210,326,560 in gross proceeds (the “IPO Proceeds”). VAM Investments SPAC is a Special Purpose Acquisition Company (“SPAC”) and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a “Target”) (a “Business Combination”) operating in the consumer products and services sector (the “Target Sector”) that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the “Sponsor”). Each unit sold to investors in the IPO (the “Units”) comprised: (i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01 (jointly, the “Ordinary Shares”); and (ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the “Warrants”). During the exercise period described in the prospectus relating to the IPO dated 14 July 2021 (the “Prospectus”), each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants (as defined below) as published on the Company’s website (the “Warrant T&Cs”). The Prospectus can be found on the Company’s website. The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of a Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each holder of Ordinary Shares on the record date, after which the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants were forfeited. About VAM Investments SPAC Capital structure As at 31 December 2022, the Company’s issued capital consisted of the following: (i) €52,581.64, representing approximately 4.16% of the Company’s issued capital, consisting of 5,258,164 founder shares, each having a nominal value of €0.01 (the “Founder Shares”). The Founder Shares shall not share in any profits nor in the reserves of the Company, other than in case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as laid down in the Company’s articles of association as in force on the date hereof (the “Articles of Association”). The Founder Shares will be converted into newly issued Ordinary Shares following a Business Combination on a one-for-one basis, subject to adjustment for share sub- 4 divisions, share capitalisations, reorganisations, recapitalisations and such, in accordance with the promoted schedule the terms of which are set out in the Prospectus; (ii) €200,000, representing approximately 15.84% of the Company’s issued capital, consisting of the founder share F1 in the Company with a nominal value of €200,000 (the “Founder Share F1”); (iii) €210,326.56, representing approximately 16.65% of the Company’s issued capital, consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01; and (iv) €800,000, representing approximately 63.35% of the Company’s issued capital, consisting of the 80,000,000 Ordinary Shares held in treasury, for purposes of, inter alia, (i) the delivery of Ordinary Shares upon the exercise of the Warrants and (ii) future issuances of securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as the Company’s treasury shares are held in treasury, they will not yield dividends or rights to other distributions, entitle the Company as a holder thereof to voting rights, count towards the calculation of dividends, or other distributions or voting percentages, and be eligible for redemption. The Company’s treasury shares are admitted to listing and trading on Euronext Amsterdam. The Company further: (i) has 10,516,328 Warrants in circulation; (ii) has 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the “Founder Warrants”) in circulation, which are, however, deemed embedded in and form part of the Founder Share F1 held by the Sponsor. During the exercise period described in the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs; and (iii) holds 40,000,000 Warrants in treasury for purposes of, inter alia, future issuances of securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as these Warrants are held in treasury, they will not be exercisable. The Warrants held in treasury are admitted to listing and trading on Euronext Amsterdam. Business Combination The Company continues its search for a Business Combination with a Target, which is to be completed within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the “Settlement Date”), being 21 July 2023, plus an additional six months subject to approval by the general meeting (algemene vergadering) of the Company (the “General Meeting”) (the “Business Combination Deadline”), as announced in the Prospectus. If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting and propose the Business Combination to the Company’s shareholders (the “Business Combination EGM”). The resolution by the Board to complete a Business Combination will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares at the Business Combination EGM. If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential Targets, provided that the Business Combination must be completed prior to the Business Combination Deadline. 5 No Business Combination by the (initial) Business Combination Deadline Exercise of six-month extension option As disclosed in the Prospectus, the Board may request the (annual) General Meeting to vote on granting a six-month extension of the initial Business Combination Deadline, being 21 July 2023. If the General Meeting were to approve such extension, the Business Combination Deadline would be extended to 21 January 2024. If the Board decides to request the General Meeting to vote on granting a six-month extension, a resolution to that effect will be included as an agenda item in the relevant General Meeting convocation notice and explained in the explanatory notes thereto. Launch of a repurchase procedure followed by a Liquidation If the Company does not complete a Business Combination by the Business Combination Deadline, being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, the Company intends to, as soon as reasonably possible thereafter, initiate a repurchase procedure allowing the holders of Ordinary Shares (the “Ordinary Shareholders”) to receive as consideration in such Ordinary Share repurchase procedure an amount equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon. The Board will set and announce by press release an acceptance period for the repurchase of Ordinary Shares. Holders of Ordinary Shares will need to take steps to have their Ordinary Shares repurchased by the Company, as will be set out by the Company around that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are dependent on the Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such amount may be different from, and will be paid later than (and possibly much later than), that available if such holder of Ordinary Shares had participated in the repurchase procedure. Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the Business Combination Deadline, at the proposal of the Board, convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants (the “Liquidation”). To the extent that any assets remain after payment of all debts, those assets will be distributed to the holders of Ordinary Shares and Founder Shares in the following order (each to the extent possible and in accordance with applicable laws and regulations): (i) first, the repayment of the nominal value of each Ordinary Share to the Ordinary Shareholders pro rata to the number of Ordinary Shares held by them; (ii) secondly, an amount per Ordinary Share to Ordinary Shareholders equal to the share premium amount that was included in the subscription price on the initial issuance of the Ordinary Shares (i.e. €10.00 – €0.01 = €9.99), plus or minus the pro rata amount of any interest accrued or incurred on the Escrow Account; (iii) thirdly, the repayment of the nominal value of each Founder Share to the holders of the Founder Shares pro rata to the number of Founder Shares held by them; (iv) fourthly, the repayment of the paid-up part of the nominal value of the Founder Share F1 plus an aggregate annual return of €1.00 to the holder of Founder Share F1; and (v) finally, the distribution of any Liquidation surplus remaining to the holders of the Founder Shares pro rata to the number of Founder Shares held by them. The foregoing distributions will be made in accordance with applicable laws and regulations. Moreover, any contingent or potential liabilities, gains or recoveries may delay completion of the Liquidation until such time that they become actual. 6 There will be no distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants and Founder Warrants will automatically expire without value upon occurrence of such a Liquidation. Escrow Account On the Settlement Date, an amount equal to the IPO Proceeds was deposited in an escrow account held with Banca Nazionale del Lavoro S.p.A. (the “Escrow Account”), bearing interest at the rate of EURIBOR 3M + 5bps. Following the IPO, the Escrow Account was initially subject to the incurrence of negative interest (“Negative Interest”). To provide compensation for the incurrence of Negative Interest in respect of the IPO Proceeds, the Sponsor committed to bear up to 1% of any Negative Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266 (the “Negative Interest Cover”). However, as a result of the prevailing EURIBOR interest rate environment since the Settlement Date, the Company anticipates that the IPO Proceeds will have earned net interest income (for the avoidance of doubt, on an after-tax basis) upon release of funds held in the Escrow Account. As a result, the Company anticipates that upon occurrence of: (a) an Ordinary Share repurchase procedure to be launched by the Company (x) under the Redemption Arrangement (as defined in the Prospectus) in connection with a Business Combination, (y) in connection with an Amendment or (z) prior to a Liquidation; or (b) liquidation distributions in accordance with the Liquidation waterfall contained in the Articles of Association, participating Ordinary Shareholders will receive, as consideration in such Ordinary Share repurchase procedure or as distribution in connection with a Liquidation, as the case may be, an amount equal to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon). To the extent that there is any Negative Interest Cover or net interest earned thereon available for distribution thereafter, such monies will be remitted to the Sponsor. Costs In addition to the Negative Interest Cover, the Sponsor provided €7,706,530.80 to VAM Investments SPAC through its subscription for Founder Shares to cover the costs (together with the Negative Interest Cover, the “Costs Cover”) related to the IPO and as initial working capital of VAM Investments SPAC (i.e. costs relating to the search for a Target and other running costs). The funds contributed by the Sponsor through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no Business Combination is completed by the Business Combination Deadline. As agreed in the letter agreement entered into on 16 July 2021 between the Sponsor, the Directors, the CFO and the Company (the “Letter Agreement”) and published on the Company’s website, and as previously disclosed in the Prospectus, to the extent the Sponsor, at the request of the Board, elects to finance any costs in excess of the Costs Cover (through the issuance of loan or debt instruments to the Company, such as promissory notes or lines of credit), any amounts to be repaid to it, or any part thereof, may, at its election, be settled for additional rights to acquire an equivalent number of Founder Warrants under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. Throughout the financial year ended on 31 December 2022, no such additional financing was requested or extended. The Company and the Sponsor have entered into an administrative services agreement (the “Administrative Services Agreement”) pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. 7 Board Structure The Company has a one-tier board of directors (the “Board”), consisting of executive Directors (uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the “Directors”). The executive Directors are responsible for the Company’s day-to-day management, which includes, among other things, formulating the strategies and policies and setting and achieving the Company’s objectives. The non-executive Directors are charged with the supervision of the performance of duties by the executive Directors as well as the general course of affairs of the Company and the business connected with it. Each Director has a duty to the Company to properly perform the duties assigned to each member and to act in the Company’s corporate interest. Under Dutch law, the corporate interest extends to the interests of all the Company’s stakeholders, including the Company’s securities holders, creditors and employees. In addition to the Board, the Company has an audit committee (the “Audit Committee”), which exercises the duties as prescribed in the Decree establishment audit committee (Besluit instelling auditcommissie). The Board is responsible for the governance structure of the Company. As at the date of this management report, the provisions in Dutch law which are commonly referred to as the “large company regime” (structuurregime) do not apply to the Company. The Company does not intend to voluntarily apply the “large company regime”. Carlo Di Biagio has been serving as the chief financial officer (“CFO”) of the Company as of the Settlement Date but is not part of the Board. Executive Directors Francesco Trapani and Marco Piana are the executive Directors of VAM Investments SPAC. Francesco Trapani has been with the Company since its incorporation and has been serving as an executive Director with the title of chairman of the Board since the Settlement Date (except for the temporary leave of absence granted to him by the Board for the period started on 27 August 2021 and ended on 31 December 2021). He also serves as chairman of the board of the Sponsor. He is a globally recognised figure in the luxury sector (which includes watches and jewellery), having built one of hard luxury’s champions, as chief executive officer of the Bulgari Group from 1984 to 2011, and run one of the most important divisions of the largest hard luxury conglomerate in the world, as chairman and chief executive officer of LVMH’s Watches and Jewellery department, from 2011 to 2014. In February 2017, following a significant investment, he became a member of the board of directors of Tiffany & Co. Inc., and advised the company on the appointment of a new management team focused on innovation and profitability, including chief executive officer Alessandro Bogliolo, in 2017. He stepped down from the board in November 2019, following the announcement of an acquisition by LVMH for approximately US$16 billion in the largest M&A transaction in the luxury sector to date. In May 2017, Francesco became a shareholder of Tages Holding and assumed the role of executive vice chairman. Francesco is also the chairman of Gruppo Florence, a high-end “made in Italy” garments group. Francesco holds a degree in Economics and Commerce from the University of Naples and attended further Marketing and Finance courses at New York University. Marco Piana has been with the Company since its incorporation and has been serving as an executive director and as the chief executive officer (“CEO”) of the Company since the Settlement Date. He also serves as chief executive officer and managing partner of the Sponsor and has almost 20 years of experience in the private equity sector. He began his career at McKinsey & Company in Milan before moving to private equity with Investitori Associati in 2003. He was a director at Magenta and the British firm 3i plc for five years, before becoming a partner at Fondo Italiano di Investimento. He founded the Sponsor in 2011 to invest his personal funds, before opening up its investments to third parties in 2013. 8 Marco has completed private equity investments across various industries, including industrials, travel, healthcare and B2B services. Marco currently serves as chairman of the board of Demengo, an Italian optics chain, and Soundreef, a European music royalty management platform. He is also a member of the board of directors of Gruppo Florence and Sicurezza e Ambiente. Marco holds a MSc in Engineering from the Polytechnic of Turin and an MBA from Columbia Business School in New York. Strategy and acquisition Criteria The Company strongly believes that continuous consumer engagement while delivering quality products to customers should be the Target Sector’s top strategic priority for the next few years. From a practical perspective, the restrictions forced by the COVID-19 pandemic during recent years, along with changing consumer preferences, have accelerated the rise of e-commerce as a critical distribution channel. Legacy players with exposure to traditional channels and outmoded retail footprints will continue to be challenged in this rapidly evolving environment, while innovative players with flexible business models and cost structures, who are able to adapt and evolve quickly, will re-shape the broader industry. Furthermore, the Company believes that certain other trends, including favourable demographic trends, transparency of ingredients/materials and responsible sourcing, and the emergence and expansion of speciality brands will continue to shape the sector and lead to potential investment opportunities. Within the Target Sector, the Company believes certain segments are well positioned to benefit from, and are aligned with, its investing expertise, including luxury and luxury value chain, lifestyle, physical retail, online retail, consumer services and beauty and personal care (the “Target Segments”). Within the Target Sector, the Company plans to seek out a Target with an enterprise value (i.e. acquisition cost) of between €1.0 billion and €3.0 billion, that is based or has its main operations in, the European Economic Area, Switzerland and/or the United Kingdom, and that has a competitive market position and strong business fundamentals. The Company intends to utilise certain criteria and guidelines to evaluate acquisition opportunities, although it may decide to enter into a Business Combination with a Target that does not meet one or more of these criteria and guidelines. As disclosed previously in the Prospectus, these criteria include a Target that: • benefits from long-term attractive sector trends that the Company believes will continue over the medium term and that will allow for stable growth; • has the ability to directly or indirectly cater to a global audience of consumers, regardless of location; • is led by an outstanding management team, comprising one or more founders that are willing to remain in their respective roles after the Business Combination, thereby providing management and governance stability; • operates in a business with strong profitability and cash flow generation; • has strong client recognition and brand loyalty through clear and distinctive features, and with strong B2C business content; • benefits from a solid competitive position, with high barriers to entry and/or that benefits from a clear first-mover advantage; or that has a high market share in large markets within Europe, with a leading or co-leading position and that is at the forefront of innovation (if a services provider); • is committed to strong ESG practices; • has unique or difficult-to-replicate intellectual property, such as know-how in craftsmanship, manufacturing technologies, and research and development capabilities; 9 • has both organic and inorganic growth potential, including by expanding product lines or geographical presence, or that is well positioned, due to its size, profitability, availability of managerial resources and funding, to acquire one or more competitors and thereafter successfully integrate and benefit from consolidation synergies; and • has the ability to leverage digital selling platforms for future growth. In selecting a Target, the Company will also consider the potential for Francesco Trapani, Marco Piana and the other members of the Board to provide additional strategic guidance and support to the Target’s management. Thanks to their background, profile and experience, Francesco Trapani, Marco Piana and the other members of the Board are ideally positioned to become preferred partners for a Target’s shareholders and management. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Business Combination may be based on these general guidelines as well as other considerations, factors and criteria that the Directors may deem relevant. Progress Throughout the financial year that ended on 31 December 2022, the Board focussed on finding a suitable Target for the Company. The Board has assessed, and is still assessing, a wide variety of companies operating in multiple sectors, mainly across the Target Segments, in either a Business-to- Business (“B2B”) or Business-to-Consumer (“B2C”) capacity, and has engaged in discussions with several of them. The Directors source leads to potential Targets from (amongst others) their own network of contacts, including entrepreneurs, executives and financial investors. Despite extensive efforts to date, as at the date of this management report, none of these discussions has resulted in a potential Business Combination with a Target that could be proposed to the Company’s shareholders at the Business Combination EGM. Certain prospective targets were, through investigation, found not to meet the Target business criteria, or otherwise would not result in a Business Combination at an acceptable valuation, while others elected to pursue other strategic avenues like a private sale. Some targets seemed hesitant to pursue a Business Combination due to macroeconomic events impacting valuations and disappointing stock price performance in capital markets generally. Outlook The Board remains focused on the news regarding the ongoing war in Ukraine and the impact of other global developments. It brings uncertainty for people and the economic environment and remains concerning. VAM Investments SPAC continues to pursue a sound investment opportunity for its shareholders but cannot rule out that this conflict, or matters like inflation, rising interest rates, financial instability and other macroeconomic events impacting valuations or access to capital markets, will have an impact on its operations in due course. The Company is adapting its activities appropriately to factor in, to the extent possible, the current circumstances and the challenging market environment. The Board continues discussions with, and/or conducts preliminary due diligence on, potential Targets. The focus of the Company remains on a Target in one of the Target Segments, in either a B2B or B2C capacity (although there is no guarantee that it will do so). VAM Investments SPAC will always seek to form a Business Combination with a Target at an acceptable valuation for its shareholders. 10 Financial developments 2022 Some of the financial highlights as at 31 December 2022 are: • Escrow Account plus working capital account balance: €213,564,167; • Trading price Ordinary Shares: €9.75 (closing price); and • Trading price Warrants: €0.34 (closing price). The Company did not generate any operational revenues in the financial year that ended on 31 December 2022. The net interest returns in respect of the Escrow Account amounted to €677,387, subject to any applicable taxation to be deducted upon release of the funds held in the Escrow Account. The expenses incurred by the Company in the financial year 2022 include, amongst others, audit and advisory costs, legal fees, Directors’ fees and bank costs. This has overall resulted in an after-tax loss of €6,733,569 over the period from 1 January 2022 up to and until 31 December 2022. As at 31 December 2022, the aggregate funds held in the Escrow Account amounted to €212,332,368. Going Concern The Company’s management notes that the Business Combination Deadline, being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, is approaching. Moreover, the ongoing war in Ukraine and related matters like inflation, rising interest rates, financial instability and other macroeconomic events impacting valuations or access to capital markets remain concerning. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the company’s ability to continue as a going concern – that is, whether it will be able to continue its operations and meet its liabilities for at least 12 months from the date of the Financial Statements. While not compromising its focus on the business fundamentals for any given opportunity, the Company is adapting its activities appropriately to factor in, to the extent possible, the current circumstances and the challenging market environment. However, the Company’s management remains focused on completing a Business Combination on or before the Business Combination Deadline. The balance of the Company’s bank accounts as at 31 December 2022 is considered to be sufficient to cover working capital, running costs and expenses and further liabilities as they fall due. Therefore, there is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities for at least 12 months from the date of the Financial Statements, despite the approaching Business Combination Deadline. Consequently, it is appropriate to adopt the going concern basis in preparing the financial reporting. Corporate Social Responsibility The Company aims to complete a Business Combination with a Target that is committed to strong environmental, social, and corporate governance (ESG) practices. The executive Directors believe that the most successful companies of the next decade will find solutions to address challenges that contribute to positive outcomes and unlock lasting economic value. The executive Directors believe that by investing in a more inclusive and sustainable future, a company can consistently create both long- term economic value and measurable societal impact. Code of Conduct The Board has adopted a code of conduct and ethics (“Code of Conduct”) that applies to its Directors and any person working under a contract of employment, service or otherwise performing tasks for the Company. The principles and best practices established in the Code of Conduct reflect the corporate 11 culture that the Board wants to embed in the day-to-day routine of these individuals. The Code of Conduct includes topics such as employees’ and human rights, health and safety, gifts, anti-bribery and confidential information. The Code of Conduct can be found on the Company’s website. The Directors and employees of the Company are offered the opportunity to report irregularities or suspicions with regards to the Code of Conduct, safety policies or any form of misbehaviour without bringing their (legal) position in jeopardy. Reporting of such instances can be done to designated persons. The whistleblowing policy is included in the Code of Conduct. No irregularities were reported in the financial year 2022. Insider trading policy The Company has implemented regulations covering security transactions by the members of the Board and other employees. The insider trading policy is published on the Company’s website. The insider trading policy aims to promote compliance with the relevant obligations and restrictions under applicable securities law. Research and Development Due to the nature of the Company as a SPAC, it does not conduct any research and development activities. Special circumstances At the date of this management report, there have been no special circumstances, not included in the Financial Statements (as defined below), that have affected expectations. Risks and Uncertainties Below is a summary of risks relating to the Company, particularly as a SPAC prior to the completion of a Business Combination, as well as the Company’s willingness to take on risks in pursuit of its strategic objectives (i.e. its risk appetite), an indication of the likelihood of any of these risks materialising and the potential impact thereof. Further reference is made to the description of risks relating to the Company included in the Prospectus, particularly risks that may be of relevance to the Company after the completion of a Business Combination and risks relating to our securities. Additional risks not known to the Company, or currently believed not to be material, could later turn out to have a material impact on the Company’s business, revenue, assets, liquidity, capital resources or net income. The Company’s risk management objectives and policies are consistent with those disclosed in the Prospectus. Risk category Risk description Risk appetite Likelihood Potential impact Strategic The Company has faced and may face significant competition for Business Combination opportunities Medium Medium High Strategic The Company may not complete a Business Combination by the Business Combination Deadline Medium High High Strategic The ability of the Company to do comprehensive due Medium High Medium 12 Risk category Risk description Risk appetite Likelihood Potential impact diligence and negotiate a Business Combination on favourable terms is likely to be affected by the limited time to complete the Business Combination Financial The Company could be constrained by the need to finance repurchases of Ordinary Shares from any Redeeming Shareholders High High Medium Financial In connection with the Business Combination, the Company may need to arrange third-party financing which it may be unable to obtain on favourable terms or at all Low Low Medium Operational The loss of services of any of the Directors and/or CFO could have a detrimental effect on the Company, including on its ability to identify potential Targets, successfully consummate a Business Combination or otherwise execute its strategy Low Low Medium Operational The Company’s search for a Target and the Target’s business, if acquired, may be materially adversely affected by the current adverse macroeconomic environment or by future matters of global concern High Medium Low Operational As the Sponsor and the Directors and CFO stand to lose all or a substantial part of their respective investments in the Company if no Business Combination is consummated, a conflict of interest may arise for these individuals when determining whether a particular Target is Low Medium Low 13 Risk category Risk description Risk appetite Likelihood Potential impact appropriate for a Business Combination To the extent possible, for each risk factor described below, the Company set out how it believes these risks may potentially be mitigated. However, the Company may not be successful in deploying some or all of these mitigating actions effectively. If circumstances occur or are not sufficiently mitigated, the Company’s business, financial condition, results of operations and prospects could be material adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which may include forward-looking statements, or could impact the Company’s ability to meet its objectives or be detrimental to its financial condition or reputation. The Company has faced and may face significant competition for Business Combination opportunities The Company has faced and may encounter significant competition in some or all of the Business Combination opportunities that it may (yet) explore, which may reduce the number of potential Targets available or increase the consideration the Company will need to pay to successfully acquire such Target. The Company has competed and may compete with larger, better funded and/or more established companies, including strategic buyers, sovereign wealth funds, other SPACs from both Europe and the United States, and public and private investment funds, many of which are well established and have extensive experience identifying and completing business combinations. Such competition will persist up to the Business Combination Deadline. A number of these competitors may also possess greater technical, human and other resources and/or may be better placed to source investment opportunities than the Company. In addition, some of them may have more time to complete a transaction and/or be better placed to complete a Business Combination than the Company, in particular due to a lack of the internal and external constraints which apply to the Company, as a SPAC. As a result of this competition, the Company may be unable to complete a Business Combination, even after having spent considerable time negotiating with the Target, or may be required to engage in a competitive bidding process that it may lose, which could result in the Company facing substantial unrecovered transaction costs, legal costs or other expenses. Increased competition may also decrease the Company’s leverage in negotiations and may limit the time available to engage in due diligence. In addition, if the Company does eventually successfully complete a Business Combination, the consideration it pays may be higher than would otherwise have been the case, absent having to compete for the Target, as a result of which the effective return on investment for investors may be lower than might otherwise have been the case, and the Company would have fewer financial resources available to invest in further growth of the Target. The Company believes that, with approximately 200 years of combined sector experience, the depth of its Board and broader leadership team’s sector expertise and industry relationships is an important differentiator in attracting high-quality and proprietary deal flow. Moreover, the Board has a proven track record with leading global brands, including Bulgari, LVMH and Tiffany & Co, amongst others, of optimising a company’s journey to the public market, as well as in delivering significant value in connection with acquisitions. This provides the Company with a competitive advantage in identifying acquisition opportunities to complete the Business Combination. 14 The Company may not complete a Business Combination by the Business Combination Deadline Despite extensive efforts to date, the Company may not be able to propose a Business Combination to the Business Combination EGM by the Business Combination Deadline. Furthermore, even if an agreement is reached relating to a Target, the Company may fail to complete such Business Combination for reasons beyond its control, including due to a failure to obtain (Target) shareholder approval or requisite regulatory approval. Any such event will result in a loss to the Company of the related costs incurred, potentially including substantial break fees, legal costs and/or other expenses, which could materially adversely affect subsequent attempts to identify and acquire a stake in another target business. The Company, however, remains to believe that the long-standing presence, reputation, visibility, operational experience and extensive network of relationships in the Target Sector developed by (affiliates of) the Sponsor, as well as the Directors, including in the Target Segments, provide the Company with an advantage in accessing Business Combination opportunities in this space and therefore allow unique access to off-market transactions (i.e. transactions that involve a Target that is not widely known in the market to be available for acquisition) prior to the Business Combination Deadline. In addition, if the Company were to fail to complete a Business Combination by the Business Combination Deadline, it intends to, as soon as reasonably possible, initiate an Ordinary Share repurchase procedure and, subsequently, implement a Liquidation. See “No Business Combination by the (initial) Business Combination Deadline” above. However, although the Company expects that all costs associated with launching an Ordinary Share repurchase procedure and implementing a plan of dissolution, as well as payments to any creditors, will be funded from the Costs Cover, there can be no assurance as to whether the value of the Company’s assets at such time will be sufficient. This may be due to costs incurred in connection with an unsuccessful Business Combination or from other factors, including disputes or legal claims that the Company may be required to pay, the cost of the dissolution and Liquidation process, applicable tax liabilities and/or amounts due to third-party creditors. Therefore, investors may receive less than they invested in the Company or nothing at all. Moreover, any contingent or potential liabilities, gains or recoveries may delay completion of the Liquidation until such time that they become actual. Ordinary Shareholders who fail to participate in an Ordinary Share repurchase procedure initiated prior to a Liquidation are dependent on the Liquidation to receive any repayment in respect of their Ordinary Shares. Any Liquidation distribution received by such Ordinary Shareholders may be different from, and will be paid later than (and possibly much later than), the consideration available if such Ordinary Shareholders had participated in the repurchase procedure. The ability of the Company to do comprehensive due diligence and negotiate a Business Combination on favourable terms is likely to be affected by the limited time to complete the Business Combination Sellers of potential Targets are most likely aware that the Company must complete a Business Combination by the Business Combination Deadline, failing which it will have to launch a repurchase procedure for the Ordinary Shares, wind-up its operations and liquidate. In this context, the Company notes that the Business Combination will require the Company to convene the Business Combination EGM, and the notice of this meeting must be given to shareholders at least 42 calendar days prior thereto. This effectively reduces the amount of time the Company has to complete a Business Combination. Sellers may use this information as leverage in negotiations with the Company relating to a Business Combination, knowing that if the Company does not complete a Business Combination with a particular Target, the Company may be unable to complete a Business Combination with any other Target by the Business Combination Deadline. As the Business Combination Deadline approaches, this 15 risk increases. This could affect the ability of the Company to negotiate a Business Combination on favourable terms and disadvantage the Company against other potential buyers. As a consequence, the Company may be unable to complete a Business Combination by the Business Combination Deadline and therefore be forced to liquidate or, if it does complete a Business Combination, the effective return on investment for investors may be lower than could have been the case absent these time pressures. In addition, as the Company moves closer to the Business Combination Deadline, it will have less time to conduct (comprehensive) due diligence. Consequently, the Company may enter into the Business Combination on terms that it may not have accepted had it been able to undertake more comprehensive due diligence. Alternatively, it may enter into a Business Combination with a Target that it would not have acquired if it had more time to conduct due diligence and assess the findings thereof. These circumstances could expose the Company to undiscovered liabilities for which it may not be indemnified, or might result in it acquiring a poor quality Target. To mitigate this risk, the Company will not compromise on key deal terms solely because of the limited time left to complete a Business Combination. Although the Business Combination Deadline is approaching, the Company considers that it will not compromise its aim to identify and select a suitable Target business due to time pressure. The Company will always seek to form a Business Combination with a Target at an acceptable valuation for its shareholders. The Company could be constrained by the need to finance repurchases of Ordinary Shares from any Redeeming Shareholders If the Company proposes a Business Combination to the Business Combination EGM, any redemptions by Ordinary Shareholders who exercise their right to have their Ordinary Shares repurchased by the Company (the “Redeeming Shareholders”) will reduce the funds available to effect such Business Combination. The Company may as a result not have sufficient funds available to complete the Business Combination, or to satisfy any minimum cash conditions under the transaction agreement. If the aggregate cash consideration the Company would be required to pay for all Ordinary Shares that are validly submitted for repurchase, plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination, exceed the aggregate funds available to the Company, the Company would need to source additional financing or elect not to complete the Business Combination. Although there can be no assurance that the Company would be able to source additional financing on acceptable terms or at all, if it was able to do so, it could increase the Company’s overall financing costs, which could materially adversely affect the post-Business Combination Company’s business, financial condition, results of operations and prospects, and dilute the interests of Ordinary Shareholders, which could reduce their control over the Company and their ability to profit from their investment in the Company. If the Company instead elects to forgo the Business Combination opportunity, it would not redeem any Ordinary Shares, and all Ordinary Shares submitted for redemption would be returned to the applicable Redeeming Shareholders, and the Company would then need to either seek an alternative Business Combination opportunity or else liquidate. The Company is seeking to mitigate this risk by working with multiple scenarios in its discussions with potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the seller(s) of such Target, of any minimum cash condition(s). In addition, the Company may seek to raise additional equity and/or debt financing to consummate the Business Combination, subject to any applicable requirement to obtain shareholder approval in respect thereof. See also “In connection with the Business Combination, the Company may need to arrange third-party financing which it may be unable to obtain on favourable terms or at all”. 16 In connection with the Business Combination, the Company may need to arrange third- party financing which it may be unable to obtain on favourable terms or at all Although the Company has engaged in discussions with several potential Targets, it cannot currently predict the amount of additional capital that may be required to complete a Business Combination. Due to factors like Redeeming Shareholders and the enterprise value of any potential Target, the IPO Proceeds may not be sufficient to complete a Business Combination. This is of particular importance as the Company has focussed on Targets with an enterprise value of between €1,000,000,000 and €3,000,000,000, although Targets with smaller or larger enterprise values are not overlooked in the Company’s pursuit for a Business Combination. If the Company has insufficient funds available to complete a Business Combination, it may, subject to any applicable requirement to obtain shareholder approval, have to enter into a private investment in public equity (PIPE) transaction. In connection therewith, the Company may need to issue a substantial number of additional Ordinary Shares or other securities, or a combination of both, including through redeemable or convertible debt securities. To the extent additional financing is necessary to fund the Business Combination and it remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled to either restructure or abandon the proposed Business Combination. Alternatively, the Company could seek to proceed with the Business Combination on less favourable terms, which may reduce the Company’s return on investment. The Company is seeking to mitigate this risk by working with multiple scenarios in its discussions with potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the seller(s) of such Target, of any minimum cash condition(s). If the Company were to require additional financing, the Company would conduct, to the extent possible given the approaching Business Combination Deadline, a comprehensive analysis in close consultation with investment banks on the feasibility of an equity raise and/or debt financing. This may potentially include seeking conditional commitments from prospective investors under strict wall-crossing procedures, prior to proposing the Business Combination opportunity to the Business Combination EGM. The loss of services of any of the Directors and/or CFO could have a detrimental effect on the Company, including on its ability to identify potential Targets, successfully consummate a Business Combination or otherwise execute its strategy The Directors and the CFO are responsible for, amongst other things, the planning and execution of the Company’s strategies and identifying and executing a potential Business Combination opportunity. Consequently, the Company’s success will depend on the relationships, skills, expertise and experience of its Directors and CFO. The Company is therefore dependent on a relatively small group of individuals. Although there is currently no indication that any of these individuals will not remain with the Company until the Business Combination Deadline, the Company cannot assure investors they will and it does not have key-man insurance on the life of any of them. Fortunately, Francesco Trapani has as of 1 January 2022 fully picked up his role on the Board again after a temporary leave of absence for reasons connected to his health. However, the loss of the services of any of the Directors and/or CFO could have a detrimental effect on the Company, including on its ability to identify potential Targets, successfully consummate a Business Combination or otherwise execute its strategy. This risk is mitigated by the fact that the Company has a pro-active Board and CFO. The Company feels these individuals are well placed, and they have all expressed their willingness to devote to the Company any amount of time as may be required, to achieve the Company’s business objectives, in particular the successful consummation of a Business Combination. The Company is furthermore supported by the Sponsor pursuant to the Administrative Services Agreement, in accordance with which 17 the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. The Company’s search for a Target and the Target’s business, if acquired, may be materially adversely affected by the current adverse macroeconomic environment or by future matters of global concern The Company will, to the extent possible, conduct due diligence in respect of the financial and operational performance and the overall resilience of any potential Target considering the current macroeconomic environment and/or other matters of global concern (including, but not limited to, warfare, financial instability, terrorist attacks, natural disasters or significant outbreaks of infectious diseases such as COVID-19). However, past performance of a Target cannot guarantee future results. The Company is unable to offer any assurance that a Target that has performed well relative to other businesses in the past would not be materially adversely affected by the current adverse macroeconomic environment or by future matters of global concern. For example, the ongoing conflict between Russia and Ukraine has contributed to deeply unfavourable economic conditions and could lead to further social unrest, particularly in Europe. The Company notes that the war in Ukraine has already contributed to (amongst others) increased market volatility, high global energy prices, inflationary pressure and related interest rate hikes. In addition, the Company notes recent concerns regarding financial stability. Any of these matters, collectively or by themselves, may lead to further macroeconomic imbalances, which may be characterised by interest rate hikes and/or general slowdown of economic development. Some of the Targets considered by the Company seemed hesitant to pursue a Business Combination due to macroeconomic events impacting valuations. If the disruptions posed by such matters of global concern continue or worsen, the Company’s ability to complete a Business Combination, or the operations of a Target with which the Company ultimately completes a Business Combination, could be materially adversely affected. In addition, the Company’s ability to complete a Business Combination may depend on its ability to raise additional equity and/or debt financing, which may be also affected by certain matters of global concern, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to the Company or at all. See “In connection with the Business Combination, the Company may need to arrange third-party financing which it may be unable to obtain on favourable terms or at all”. As the Sponsor and the Directors and CFO stand to lose all or a substantial part of their respective investments in the Company if no Business Combination is consummated, a conflict of interest may arise for these individuals when determining whether a particular Target is appropriate for a Business Combination Subject to the terms and conditions set out in the Prospectus, the Sponsor and the Directors and CFO will realise economic benefits from their respective investments in the Company only if the Company consummates the Business Combination. Further, if the Company fails to consummate the Business Combination by the Business Combination Deadline, these individuals stand to lose all or a substantial part of their respective investments in the Company. In this respect, the Company reiterates that each of Francesco Trapani and Marco Piana hold investments in the Sponsor and other members of its group of companies and all of the Directors and the CFO have a beneficial interest in the Founder Shares through an investment in a special class of non-voting tracking stock issued by the Sponsor. The personal and financial interests of the Sponsor and the Directors and CFO are disclosed under “Interests of the Directors and the CFO”. 18 The personal and financial interests of these parties may influence their motivation to identify and select a Target, complete a Business Combination and influence the operation of the post-Business Combination company. As such, these individuals’ incentive to complete a successful Business Combination is greater than that of other investors, which may cause the Board to propose a Business Combination to the Business Combination EGM that would mitigate these individuals’ own potential financial losses. This may lead to a decline of the value of the Ordinary Shares to less than the €10.00 per Ordinary Share that was originally invested. This risk is becoming more acute as the Business Combination Deadline approaches and overall market conditions remain uncertain. However, to the extent a Business Combination is approved by the Business Combination EGM, the Company will repurchase Ordinary Shares held by Ordinary Shareholders that so wish, irrespective of whether and how they voted at the Business Combination EGM. The Company currently anticipates that in such Ordinary Share repurchase procedure under the Redemption Arrangement, participating Ordinary Shareholders will receive as consideration in such Ordinary Share repurchase procedure an amount equal to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon). However, there can be no assurance as to whether the value of the Company’s assets at such time is sufficient. Risk management and control systems The Board is responsible for the control environment, including risk management and internal control systems in order to properly manage the strategic, operational and other risks and uncertainties that could have a material adverse effect on the Company’s business and day-to-day operations. The applicable risks and uncertainties for the Company are evaluated on a periodic basis by the executive Directors and discussed with the non-executive Directors. The Company considers the risk of fraud and other dishonest activities within the Company to be limited, inter alia, because it does not engage with customers and the IPO Proceeds are held in the Escrow Account and may only be released under strict conditions set out in the escrow agreement published on the Company’s website. The Company has a set of internal control measures and compliance policies, a sufficient level of segregation of duties and a reporting and monitoring framework. Throughout the financial year that ended on 31 December 2022, no major failings in the Company’s internal risk management and control systems were observed. In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code 2016 (the “DCGC 2016”), the executive Directors are of the opinion that, to the best of their knowledge: • the report of the Board provides sufficient insights into any deficiencies in the effectiveness of the internal risk and control systems, and no deficiencies in the effectiveness of the internal risk and control systems have been identified; • the internal risk management and control systems of the Company provide reasonable assurance that the financial reporting as included in the Financial Statements does not contain any material inaccuracies; • there is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities for at least 12 months, despite the material uncertainty identified under “Going concern” above. Therefore, it is appropriate to adopt the going concern basis in preparing the financial reporting; and • the material risks or uncertainties that could reasonably be expected to have a material adverse effect on the continuity of the Company’s operations in the coming 12 months have been stated in this management report. 19 Dutch Corporate Governance Code The Company acknowledges the importance of good corporate governance and agrees with the general approach and with the majority of the provisions of the DCGC 2016. However, considering the Company’s nature as a SPAC, its interests and the interest of its stakeholders, it is expected that the Company will deviate from a limited number of best practice provisions, which are the following: Internal audit function (principle 1.3 and best practice provisions 1.3.1 through 1.3.5) The Company does not have an internal audit department. The non-executive Directors will remain involved with the execution of the internal audit function as stipulated in best practice provisions 1.3.1 to 1.3.5. The Board is of the opinion that adequate alternative measures have been taken in the form of the Company’s risk management and control systems, as outlined elsewhere in this management report, and that it is presently not necessary to establish an internal audit function considering the nature of the Company as a SPAC. The need for an internal audit function is assessed on a yearly basis by the Board. Company secretary (best practice provision 2.3.10) The Company has not appointed and does not intend to appoint a company secretary in order to maintain a small and cost-efficient organisation during its search for a Target. Until completion of a Business Combination, the Company will benefit from the secretarial services provided by the Sponsor pursuant to the Administrative Services Agreement. Majority requirements for dismissal and overruling binding nominations (best practice provision 4.3.3) All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holders of Founder Shares on the recommendation of the Board. The one Director referred to in the previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the meeting of the holders of Founder Shares. Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued share capital of the Company, unless the dismissal is proposed by the Board, in which case a simple majority of the votes would be sufficient. The possibility of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded in the Articles of Association. The Company believes that prior to the Business Combination these provisions support the continuity of the Company’s management and its business, and that those provisions, therefore, are in the best interests of its shareholders and other stakeholders. The Board has taken notice of the updated Dutch Corporate Governance Code, which was published by the Corporate Governance Code Monitoring Committee on 20 December 2022 (“DCGC 2022”). The DCGC 2022 came into force as of the financial year of the Company started on 1 January 2023 and where appropriate, the Company intends to align its governance and rules and regulations with the principles and best practice provisions of the DCGC 2022. Conflicts of interest The Board rules include provisions on the procedures to be followed in the event of a conflict of interest. The Company applies a related party transaction policy to set out the internal rules for related party transactions in line with applicable legislation and the DCGC 2016. There have been no material-related party transactions that do not follow normal business dealings or that are not entered into under normal market conditions with related parties as defined in Section 2:167 of the Dutch Civil Code. The Company therefore complied with the best practice provisions 2.7.3, 2.7.4 and 2.7.5 of the DCGC 2016. 20 Takeover Directive (Article 10) In the context of the EU Takeover Directive (Article 10) Decree (Besluit artikel 10 overnamerichtlijn), the following notifications must be given insofar as they are not included in this management report. Limitations on the transfer of shares The Company has not imposed any limitations on the transfer of its shares and therefore there are no outstanding or potential protection measures against a takeover of control of the Company. The Sponsor is bound by a contractual lock-up undertaking with respect to the Founder Shares, the Founder Warrants and the Founder Share F1 and any Ordinary Shares received upon completion of the Business Combination or in connection with conversion on a 5.68-for-1 basis (in each case, as a result of the conversion of Founder Shares). The terms and conditions of this undertaking are set out in the Letter Agreement and described in the Prospectus. Substantial holdings The Company and its shareholders are not subject to the substantial shareholdings and voting rights notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht). Material Subsidiaries The Company does not have any subsidiary. Special controlling rights Other than as disclosed below, no special controlling rights are attached to the shares in the Company. Founder Shares The Founder Shares have the same voting rights attached to them as Ordinary Shares, except that prior to or in connection with the completion of the Business Combination, only the Sponsor in its capacity as holder of Founder Shares will have the right to vote in respect of (i) the appointment and dismissal of all but one Director (such Directors will be appointed and dismissed following a recommendation by the Board) and (ii) the nomination of one Director by way of binding nomination (such Director will be appointed and dismissed by the General Meeting). Founder Share F1 The Founder Share F1 held by the Sponsor entitles its holder to cast four votes in any General Meeting for each issued and outstanding Founder Share at the record date of that General Meeting, subject to the contractual limitation described below under “Limitations on voting rights”. The Founder Share F1 allows its holder to attend a General Meeting and satisfy a quorum requirement which may be needed to adopt a resolution to complete a Business Combination through a legal merger, whether domestic or cross-border. Were such quorum not represented at the relevant General Meeting, the adoption of such resolution would require a majority of at least two-thirds of the votes cast by virtue of Dutch law. System of control for equity incentive plans The Company does not have any equity incentive plans. Limitations on voting rights Other than as disclosed below, to the best of the Company’s knowledge, the voting rights attached to the shares in the Company are not restricted, and neither are the terms in which voting rights may be exercised. 21 Founder Shares The Sponsor has agreed in the Letter Agreement to vote any shares in the Company (other than the Founder Share F1) held by it in favour of a proposed Business Combination and in favour of a proposed Liquidation. Founder Share F1 The Sponsor has agreed in the Letter Agreement not to cast any vote on the Founder Share F1 in any General Meeting in respect of any resolution, including a resolution to complete a Business Combination. Appointment and dismissal of Directors and amendment of the Articles of Association Appointment and dismissal of Directors All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holders of Founder Shares on the recommendation of the Board. The one Director referred to in the previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the meeting of the holders of Founder Shares. The relevant meeting may only vote on a resolution to appoint a Director who is listed as a candidate on the agenda of the meeting or the explanatory notes thereto. Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued share capital of the Company, unless the dismissal is proposed by the Board, in which case a simple majority of the votes would be sufficient. The possibility of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded in the Articles of Association. The Articles of Association provide that a Director may be suspended by the corporate body of the Company that is authorised to appoint such Director. An executive Director may also be suspended by the Board. A suspension can be discontinued by the General Meeting at any time. A suspension may be extended one or more times, but may not last longer than three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end and the Director shall be reinstated. The Articles of Association provide that the Board shall consist of one or more executive Directors and two or more non-executive Directors. The majority of the Board shall consist of non-executive Directors. The total number of Directors (including the number of executive Directors and non-executive Directors) shall be determined by the Sponsor through its Founder Shares. The non-executive Directors have prepared a profile (profielschets) of the size and composition of the Board, taking account of the nature of the Company and the business connected with it. This board profile addresses: (i) the desired expertise and background of the executive Directors and non-executive Directors; (ii) the desired composition of the Board in terms of diversity; (iii) the size of the Board; and (iv) the independence of the non-executive Directors. The profile is available on the Company’s website. Amendment of the Articles of Association The General Meeting may pass a resolution to amend the Articles of Association, but only on a proposal of the Board that has been stated in the notice of the General Meeting. In the event of a proposal to the General Meeting to amend the Articles, a copy of such proposal containing the verbatim text of the proposed amendment will be deposited at the Company’s office, for inspection by its shareholders and other persons holding meeting rights, until the end of the meeting. Furthermore, a copy of the proposal will be made available free of charge to the Company’s shareholders and other persons holding meeting rights from the day it was deposited until the day of the meeting. Under Dutch law, a resolution of the General Meeting to amend the Articles of Association that has the effect of reducing the rights specifically attributable to shares of a particular class is subject to approval of the meeting of holders of 22 shares of that class. Neither the resolution of the General Meeting nor the approval of that class is subject to any qualified majority or quorum requirements. Pursuant to the Letter Agreement, the Sponsor and the Directors have agreed they will not propose any amendment to the Articles which materially and adversely affects the rights of holders of Ordinary Shares (each such amendment, an “Amendment”), unless the Company initiates a repurchase procedure, allowing the holders of Ordinary Shares, upon approval of any Amendment, to redeem their Ordinary Shares and receive as consideration in such Ordinary Share repurchase procedure an amount equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon. The Board’s powers to issue shares and repurchase shares Pursuant to the Articles of Association, the Board has the authority to resolve to issue shares and/or grant rights to acquire shares or other equity or convertible instruments issued by the Company and restrict or exclude any pre-emptive rights in respect thereof. The Company may acquire fully paid shares in its own capital at any time for no valuable consideration (om niet). Furthermore, subject to certain provisions of Dutch law and the Articles of Association, the Board has the authority to resolve to repurchase fully paid-up shares in the Company’s capital unless (i) the shareholders’ equity less the payment required for the repurchase falls below the reserves required by Dutch law or its Articles of Association or (ii) the Board is aware or should reasonably foresee that after such repurchase the Company will not be able to continue to pay its due and payable debts. Significant agreements and changes in the control of the Company The Company does not have any such agreements. Redundancy agreements in the event of a public takeover bid The Company has not concluded any agreements with any Director or employee that provides for any severance pay in the case of a termination of employment in connection with a public bid within the meaning of Article 5:70 of the Dutch Financial Supervision Act. 23 REPORT OF THE NON-EXECUTIVE DIRECTORS The non-executive Directors’ main responsibility is to supervise and advise the executive Directors in their search for a Target and the manner in which the Company’s strategy is implemented. The non- executive Directors also focus on the effectiveness of the Company’s internal risk management and control systems and the integrity and quality of the financial reporting. Composition The Company leverages the extensive experience of its Board, especially in the Target Sector. Thanks to the Directors’ extensive relationships in the Target Sector, as well as their broad deal-sourcing networks (both in terms of active and passive deal-flow origination), the Company will have direct access to several potential Targets. Moreover, the members of the Board have proven track records of leading companies to a public listing and realising post-merger value. In addition to Francesco Trapani and Marco Piana, as the chairman of the Board and CEO, respectively, the following people act as independent 1 non-executive Directors. Name Age Position Gender Nationality René Abate .............. 74 Chairperson non-executive Director Male France Beatrice Ballini ......... 64 Non-executive Director Female Italy Thomas Walker ....... 61 Non-executive Director Male U.S. René Abate René Abate has been serving as an independent, non-executive Director and chairperson of the Board since the Settlement Date. He was a core member of the Consumer, Luxury, Marketing, Sales & Pricing and Strategy practices at The Boston Consulting Group (BCG) from 1974 to 2015. René has held a wide range of leadership positions, including head of the Paris office and chairman of BCG Europe. He also served as a member of BCG’s worldwide executive committee. He is now a senior advisor of BCG. René currently serves as chairman of the advisory committee of Fapi, the private equity arm of the Rothschild Merchant Bank. He is managing partner at Delphen and president of Loanboox sas, the French subsidiary of a Swiss financial technology company. He has previously sat on the boards of Carrefour, Atos, LFB and the Ecole Nationale des Ponts et Chaussées. René has a degree in Civil Engineering from Ecole Nationale des Ponts et Chaussées (MS) and an MBA from Harvard Business School. He is a chevalier de la legion d’honneur. Thomas Walker Thomas Walker has been serving as an independent, non-executive Director since the Settlement Date. He is co-founder of CCMP Capital (formerly J.P. Morgan Partners), a global private equity investment firm. He managed the European investment effort out of London and served as global co- head of the Consumer and Retail investment practice. Thomas resigned from CCMP in 2018, after 17 years with the firm. Prior to CCMP, Thomas worked in the New York-based investment banking divisions of J.P. Morgan, Credit Suisse and Drexel Burnham Lambert. He is also a non-executive director at PureGym. He has been involved in multiple debt and equity financings and numerous M&A transactions. Thomas is a graduate of the University of Wisconsin (BA) and University of Chicago (MBA). 1 Within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the DCGC. 24 Beatrice Ballini Beatrice Ballini has been serving as an independent, non-executive Director since the Settlement Date. She has been a core member of Russell Reynolds Retail Practice for 24 years and is a steering committee member of the CEO Advisory Partners group. She also sits on the board of Coty Inc., an American multinational beauty company, as an independent director and, since June 2021, Beatrice chairs the Nomination, Remuneration and Governance Committee of Coty Inc. Previously, Beatrice was the chief executive officer of Truzzi, a prominent men’s clothing manufacturer in Milan and assisted with the company’s strategic growth. Prior to this, she spent four years with Goldman Sachs & Co. in New York as Vice President of Mergers and Acquisitions. Beatrice began her career with Bain & Co., first in London and later in Boston as a manager. Beatrice received a BA in Chemical Engineering from the Polytechnic of Milan and an MS in Ocean Engineering from Massachusetts Institute of Technology (“MIT”). She then received an MBA from the MIT Sloan School of Management, where she was awarded the Brooks Prize.] Meetings and attendance Throughout the financial year that ended 31 December 2022, the Board regularly held informal meetings. In addition, during the reporting period the Board held two formal meeting which were all attended either in person or via conference call by Francesco Trapani, Marco Piana and all non- executive Directors. In addition, the non-executive Directors held two meetings without the executive Directors present, during which the non-executive Directors discussed among others their own functioning. All non-executive Directors attended all the formally convened meetings, as such the absenteeism rate is zero. Other than the Audit Committee, the Board has not installed any standing committees as this is not required under Dutch law or the DCGC 2016 based on the current composition of the Board. If the Board would in the future consist of more than four non-executive members, it should, in addition to the existing Audit Committee, appoint from among its members a remuneration committee and a selection and appointment committee to remain in compliance with the DCGC. Audit Committee The Company has an Audit Committee, consisting of René Abate, Beatrice Ballini and Thomas Walker. The duties of the Audit Committee include: • informing the Board of the results of the statutory audit and explaining how the statutory audit has contributed to the integrity of the financial reporting and how the Audit Committee has fulfilled this process; • monitoring the financial reporting process and making proposals to safeguard the integrity of the process; • monitoring the effectiveness of the internal control systems, the internal audit system, if any, and the risk management system with respect to financial reporting; • monitoring the statutory audit of the annual accounts, and in particular the process of such audit taking into account the assessment of the AFM in accordance with Section 26, subsection 6, of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities (the “EU Regulation”); • assessing and monitoring the independence of the external auditor with particular attention to the provision of ancillary services to the Company; and 25 • establishing the procedure for selecting the statutory auditor or audit firm and the nomination for the engagement to perform the statutory audit in accordance with Section 16 of the EU Regulation. The Audit Committee’s terms of reference are available on the Company’s website. Prior to the release of the financial statements, all members of the Audit Committee attended two regular meetings. Matters discussed during these Audit Committee meetings include: • the supervision of the integrity and quality of the Company’s financial reporting and the effectiveness of the Company’s internal risk management and control systems; • the assessment of the independence of the external auditor. Internal audit function The Company does not have an internal audit function. The need for an internal audit function is assessed on a yearly basis by the Board. The Board concluded that an internal audit function is not necessary due to the nature of the Company as a SPAC. External auditor The Board has evaluated the activities performed for the Company by Mazars Accountants N.V. (“Mazars”). It is apparent that Mazars is capable of forming an independent judgment concerning all matters that fall within the scope of its auditing task; there is a good balance between the effectiveness and efficiency of its actions, for example in relation to auditing costs, risk management and reliability. Term of appointment of the Directors All Directors have been appointed for a term until the end of the annual general meeting of the Company in 2024, subject to certain termination provisions. Diversity As from the Settlement Date, the Company has adopted a diversity policy, which, among other things, addresses the diversity aspects that are relevant to the Company. The aim is to comprise the Board of a mix of talented and skilled individuals, with different backgrounds in education and (work) experience and diverse competences. The full text of the diversity policy is available on the Company’s website. As from 1 January 2022, the bill on gender diversity quota (Wet inzake evenwichtige man vrouw verhouding in de top van het bedrijfsleven) has entered into force, requiring the supervisory board or the non-executive directors of a one-tier board of a Dutch listed company to comprise at least one-third women and at least one-third men. Appointments not in accordance with this quota should be regarded as null and void (nietig). The quota will apply to new appointments of supervisory or non-executive directors made after the bill comes into force. A supervisory or non-executive director who is eligible for reappointment can be reappointed if his or her reappointment takes place within eight years of the year of the first appointment, even if this reappointment would not make the male-female ratio more balanced. As of 31 December 2022, the Board included one female non-executive Director and two male non- executive Directors, and the Company is therefore in compliance with the applicable gender diversity quotum and the Company’s diversity policy. The Company does not meet the requirements for a so-called “large” company under the Dutch provisions relating to annual accounts and therefore does not have to set appropriate targets for gender 26 balance in the board of directors and at senior management. This may be different after completion of a Business Combination. Functioning of the Board and the non-executive Directors (evaluation accountability) The non-executive Directors have discussed, in the absence of the executive Directors, their own functioning during the financial year that ended on 31 December 2022. The outcome of the evaluation is positive. Following last year’s evaluation of their own functioning, the non-executive Directors delivered certain areas for improvement and key topics for 2022, of which the most material ones related to spending more time on discussing the strategy to find a suitable Target and to further strengthening the relationship between the Board as a whole. It was found that the non-executive Directors consider the discussions held to be constructive and the contributions of each non-executive Director to be complementary in nature. There also remains a good level of transparency amongst both the non- executive Directors and amongst the Board as a whole. Furthermore, the Board has indeed spent more time discussing the strategy to find a suitable Target within the Business Combination Deadline, resulting in ongoing discussions between the Company and potential Targets. The non-executive Directors conducted an annual review to identify any aspects with regard to which they require further training or education during their term of office. Given the nature of the Company as a SPAC and the various backgrounds and expertise of the non-executive Directors, each individual Board member has its own responsibility to further train and educate itself on such topics as may be required. The non-executive Directors shared their reflections with the executive Directors and discussed last year's performance, areas of improvement and/or development and key priorities for the financial year 2023. Remuneration of the Directors and the CFO The Directors and the CFO were all appointed on 16 July 2021, subject to settlement of the IPO. The remuneration for the Directors and the CFO paid by the Company is set out below. Francesco Trapani is entitled to a gross annual fee of €35,000 for his position as executive Director and chairman of the Board. Marco Piana is entitled to a gross annual fee of €50,000 for his position as executive Director and CEO. The compensation of Francesco Trapani and Marco Piana is invoiced by and paid to the Sponsor. Carlo di Biagio, CFO of the Company, is an external consultant and is entitled to a one-off fee of €50,000. Each non-executive Director is entitled to a gross annual fee of €35,000. These amounts are all periodically paid rewards. Since the Settlement Date up and until 31 December 2022, the following remuneration has been paid to the Directors and the CFO: Appointment Date Remuneration 2021 (€) of which paid in 2021 (€) of which paid in 2022 (€) Remuneration 2022 (€) of which paid in 2022(€) Directors Francesco Trapani 16/07/2021 17,500 8,750 8,750 35,000 26,250 Marco Piana .............................................. 16/07/2021 25,000 12,500 12,500 50,000 37,500 René Abate ................................................ 16/07/2021 17,500 8,750 8,750 35,000 26,250 Beatrice Ballini ........................................... 16/07/2021 17,500 8,750 8,750 35,000 26,250 Thomas Walker ......................................... 16/07/2021 17,500 8,750 8,750 35,000 26,250 CFO 27 Appointment Date Remuneration 2021 (€) of which paid in 2021 (€) of which paid in 2022 (€) Remuneration 2022 (€) of which paid in 2022(€) Directors Carlo di Biagio ........................................... 16/07/2021 12,500 - 12,500 25,000 12,500 Total Directors and CFO ......................... 107,500 47,500 60,000 215,000 155,000 Any personal taxes due in relation to these fees or any other benefits deemed realised in relation to a Board position and/or, if applicable, the direct or indirect holding of Founder Shares and Founder Warrants and other interests in the Company are for the account of the relevant executive or non- executive Director. Throughout the financial year that ended on 31 December 2022, no shares and/or share options have been granted or offered to the Directors and the CFO. The remuneration of the Directors following a Business Combination, if any, shall be disclosed in the shareholder circular published in connection with the Business Combination EGM, will conform to applicable law and regulations, and is expected to be in line with market practice for similar companies. The remuneration of the Directors throughout the financial year that ended on 31 December 2022 is in compliance with the Company’s remuneration policy (the “Remuneration Policy”). The Remuneration Policy aims to describe in a clear and understandable manner the policies, principles and elements of remuneration of the Directors. The Remuneration Policy can be found on the Company’s website. Interests of the Directors and the CFO None of the Directors and the CFO directly own any of the Ordinary Shares, Warrants, Founder Shares, the Founder Share F1 or Founder Warrants. However, Francesco Trapani and Marco Piana each hold investments in the Sponsor and therefore have an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. Number of Ordinary Shares Number of Founder Shares Percentage of voting rights through Shares Directors Francesco Trapani (1) ................................................. — 2,634,340 10.02 Marco Piana (1) ........................................................... — 1,311,911 4.99 René Abate ............................................................... — — — Beatrice Ballini .......................................................... — — — Thomas Walker ......................................................... — — — CFO Carlo di Biagio ........................................................... — — — Note: (1) Indirect voting interest in respect of the Founder Shares held and exercised through his interest in the Sponsor. The Sponsor is controlled by Francesco Trapani through Argenta Holdings S.à r.l. (50.10% ownership), Marco Piana (24.95% ownership) and Tages S.p.A. (24.95% ownership). 28 In addition, the Directors and the CFO indirectly participate in the performance of the Founder Shares through individual investments in a special class of non-voting tracking stock issued by the Sponsor. Directors Francesco Trapani Francesco Trapani holds investments in the Sponsor and therefore has an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Francesco Trapani, through his wholly-owned entity Argenta Holding S.à r.l., indirectly participates in the Founder Shares through an investment of €2,882,600 in a special class of non-voting tracking stock issued by the Sponsor. Marco Piana Marco Piana holds investments in the Sponsor and therefore has an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Marco Piana indirectly participates in the Founder Shares through an investment of €165,000 in a special class of non-voting tracking stock issued by the Sponsor. René Abate René Abate, through his wholly-owned entity Delphen S.à r.l., indirectly participates in the Founder Shares through an investment of €480,400 in a special class of non-voting tracking stock issued by the Sponsor. Beatrice Ballini Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000 in a special class of non-voting tracking stock issued by the Sponsor. Thomas Walker Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100 in a special class of non-voting tracking stock issued by the Sponsor. CFO Carlo di Biagio Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800 in a special class of non-voting tracking stock issued by the Sponsor. Financial Statements and auditor’s opinion The financial statements as prepared by the Board and included in this annual report (the “Financial Statements”) have been audited and Mazars has issued an unqualified opinion on them. The Financial Statements were extensively discussed by the Audit Committee and the Board in the presence of the external auditor. The Board is of the opinion that the Financial Statements meet all requirements for transparency and correctness. Therefore, the Board recommends that the General Meeting, which in accordance with the Articles of Association is to be convened and held during the first six months of 2023, adopts the Financial Statements and the appropriation of the result and grants discharge to the individual members of the Board from liability for the exercise of their respective duties for the year under review. 29 Result appropriation VAM Investments SPAC realised a loss of €6,733,569 The proposal to the General Meeting is to recognise this loss in other reserves. In accordance with the Articles of Association, the members of the Board have signed the Financial Statements to comply with their statutory obligation pursuant to Section 2:210, paragraph 2, of the Dutch Civil Code. Looking ahead The non-executive Directors wish to thank the executive Directors for their continued dedication and commitment in aiming to realise a Business Combination by the Business Combination Deadline. The non-executive Directors continue to advise and support the executive Directors in their search for, and ongoing discussions with, potential Targets and the manner in which the Company’s strategy is implemented. However, it remains a possibility that the Company will not complete a Business Combination with a suitable Target within the Business Combination Deadline. Should this scenario become more imminent for the Company in the future, the non-executive Directors may need to consider shifting their strategic focus accordingly. On behalf of the non-executive Directors of VAM Investments SPAC Milan, 17 April 2023 ____ René Abate Non-executive Director and Chairperson 30 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The Directors are responsible for preparing this annual report in accordance with applicable laws and regulations. This annual report comprises the Directors’ report, the Financial Statements and some other information. The Directors have prepared the annual report in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and the relevant provisions of the Dutch Civil Code. In preparing the annual report, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRS as adopted by the European Union and the relevant provisions of the Dutch Civil Code have been followed, subject to any material departures disclosed and explained in the annual report; and • prepare the annual report on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and enable them to ensure that the annual report complies with applicable law. The Directors have assessed whether the risk assessment executed showed any material failings in the effectiveness of the Company’s internal risk management and control systems. Though such systems are designed to manage and control risks, they can provide reasonable, but not absolute, assurance against material misstatements. Based on this assessment, to the best of our knowledge and belief, no material failings of the effectiveness of the Company’s internal risk management and control systems occurred and the internal risk and control systems provide reasonable assurance that the Financial Statements do not contain any errors of material importance. With reference to Section 5:25c, paragraph 2c, of the Dutch Financial Supervision Act, each of the Directors, whose names and functions are listed in the Directors’ report, confirm that, to the best of their knowledge: • the Company’s financial statements, which have been prepared in accordance with IFRS as adopted by the European Union and the relevant provisions of the Dutch Civil Code, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; • the Directors’ report gives a true and fair view on the situation on the balance sheet date, the development and performance of the business and the position of the Company of which the financial information is included in the Directors’ report and includes a description of the principal risks and uncertainties that the Company faces; and • having taken all matters considered by the Board and brought to the attention of the Board during the financial year into account, the Directors consider that the annual report, taken as a whole, is fair, balanced and understandable. The Directors believe that the disclosures set out in this annual report provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. After conducting a review of management analysis, the Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors consider it appropriate to adopt a going-concern basis in preparing the annual report. 31 Milan, 17 April 2023 ____ ____ Francesco Trapani Marco Piana Executive Director Executive Director ____ ____ René Abate Thomas Walker Non-Executive Director Non-Executive Director ____ Beatrice Ballini Non-Executive Director 32 FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2022 UP TO AND UNTIL 31 DECEMBER 2022 Statement of profit and loss and other comprehensive income for the period from 1 January 2022 up to and including 31 December 2022 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Operations Other income 5 133 - Expenses Other expenses 6 (1,182) (923) Operating result (1,049) (923) Fair Value adjustment on Warrants 16 421 1,788 Interest Income 8 1,133 10 Effective Interest on Ordinary shares subject to redemption 7 (6,783) (3,540) Interest expenses 8 (456) (490) Result before tax (6,734) (3,155) Income tax expense 9 - - Result for the period (6,734) (3,155) Other comprehensive income, net of income tax Other items - - Total comprehensive income/(loss) for the period (6,734) (3,155) Earnings per share From continuing operations Basic (cents per share) 10 (0.32) (0.15) Diluted (cents per share) (0.32) (0.15) 33 Statement of financial position as at 31 December 2022 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Assets Other financial assets 13 212,332 210,947 Non-current assets 212,332 210,947 Other receivables 14 427 2 Cash and cash equivalents 15 1,232 2,955 Other current assets 16 266 754 Current assets 1,925 3,711 Total assets 214,257 214,658 34 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Equity Share capital 17 253 53 Share premium 17 9,557 9,757 Retained earnings 17 (3,155) - Net profit (loss) for the period (6,734) (3,155) Total equity (79) 6,655 Liabilities Redeemable Ordinary Shares 18 203,166 196,383 Deferred Underwriting Fee 21 7,361 7,361 Warrant 18 3,576 3,996 Non-current liabilities 214,103 207,740 Other payables 19 233 263 Current liabilities 233 263 Total liabilities 214,336 208,003 Total equity and liabilities 214,257 214,658 35 Statement of changes in equity for the period from 1 January 2022 up to and including 31 December 2022 Share capital Share premium Retained earnings Net Profit (Loss) for the period Total Equity EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Balance at 31 December 2021 53 9,757 - (3,155) 6,655 Total comprehensive income Net current period change - - (3,155) 3,155 - Result for the period - - - (6,734) (6,734) Other comprehensive income - - - - - Total comprehensive income for the period - - - (6,734) (6,734) Transactions with owners of the Company Contributions and distributions: Shares issued 23 200 (200) - - - Share-based payments - - - - - Transaction costs - - - - - Total contributions and distributions 200 (200) - - - Total transactions with owners of the Company - - - - - Balance at 31 December 2022 253 9,557 (3,155) (6,734) (79) 36 Statement of changes in equity for the period from 7 April 2021 up to and including 31 December 2021 Share capital Share premium Retained earnings Net Profit (Loss) for the period Total Equity EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Balance at 7 April 2021 - - - - - Total comprehensive income Result for the period - - - (3,155) (3,155) Other comprehensive income - - - - - Total comprehensive income for the period - - - (3,155) (3,155) Transactions with owners of the Company Contributions and distributions: Shares issued 53 9,757 - - 9,810 Share-based payments - - - - - Transaction costs - - - - - Total contributions and distributions 53 9,757 - - 9,810 Total transactions with owners of the Company - - - - - Balance at 31 December 2021 53 9,757 - (3,155) 6,655 37 Statement of cash flows for the period from 1 January 2022 up to and including 31 December 2022 FY 2022 FY 2021 EUR 1,000 EUR 1,000 Operating result (1,049) (923) Interest paid - (490) Interest income 0 10 (Increase)/decrease in working capital: - Increase other receivables (131) (2) - Increase other current assets 487 (753) - Increase other payables (30) 262 Cash flow from operating activities (723) (1,896) Other financial assets – Funding of the Escrow Account 13 (1,000) (210,947) Cash flows from investing activities (1,000) (210,947) Proceeds from issuance of Founder Shares - 9,810 Proceeds from issuance of Ordinary Shares - 210,327 Transaction cost related to the issuance of Ordinary Shares - (4,541) Transaction cost not paid related to the issuance of Warrant - 202 Cash flow from financing activities - 215,798 Net cash flow (1,723) 2,955 Cash and cash equivalents at the beginning of the financial year 2,955 - Effects of exchange rate changes on cash and cash equivalents - - Cash and cash equivalents at the end of the financial period 1,232 2,955 38 Notes to the financial statements 1. The Company and its operations 1.1 General information VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company's Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to which it raised €210,326,560 in gross proceeds (the "IPO Proceeds"). VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the consumer products and services sector (the "Target Sector") that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor"). Each unit sold to investors in the IPO comprised (the "Units"): (vi) one ordinary share in the share capital of the Company, each having a nominal value of €0.01 (jointly, the "Ordinary Shares"); and (vii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the "Warrants"). During the exercise period described in the prospectus relating to the IPO dated 14 July 2021 (the “Prospectus”), each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants (as defined below) as published on the Company's website (the "Warrant T&Cs"). The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants were forfeited. 1.2 Business Combination The Company continues its search for a Business Combination with a Target, which is to be completed within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the “Settlement Date”), being 21 July 2023, plus an additional six months subject to approval by the general meeting (algemene vergadering) of the Company (the “General Meeting”) (the “Business Combination Deadline”), as announced in the prospectus relating to the IPO dated 14 July 2021 (“the Prospectus”). The Prospectus can be found on the Company’s website. 39 If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting and propose the Business Combination to the Company's shareholders (the "Business Combination EGM"). The resolution by the Board (as defined below) to complete a Business Combination will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares (as defined below) at the Business Combination EGM. If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential Targets, provided that the Business Combination must be completed prior to the Business Combination Deadline. As disclosed in the Prospectus, the Board may request the (annual) General Meeting to vote on granting a six-month extension of the initial Business Combination Deadline, being 21 July 2023. If the General Meeting were to approve such extension, the Business Combination Deadline would be extended to 21 January 2024. If the Board decides to request the General Meeting to vote on granting a six-month extension, a resolution to that effect will be included as an agenda item in the relevant General Meeting convocation notice and explained in the explanatory notes thereto. 1.3 Capital structure As at 31 December 2022, the Company’s issued capital consisted of the following: (i) 52,581.64, representing approximately 4.16% of the Company’s issued capital, consisting of 5,258,164 founder shares, each having a nominal value of €0.01 (the “Founder Shares”). The Founder Shares shall not share in any profits nor in the reserves of the Company, other than in case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as laid down in the Company’s articles of association as in force on the date hereof (the “Articles of Association”). The Founder Shares will be converted into newly issued Ordinary Shares following a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalisations, reorganisations, recapitalisations and such, in accordance with the promoted schedule the terms of which are set out in the Prospectus; (ii) €200,000, representing approximately 15.84% of the Company’s issued capital, consisting of the founder share F1 in the Company with a nominal value of €200,000 (the “Founder Share F1”); (iii) €210,326.56, representing approximately 16.65% of the Company’s issued capital, consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01; and (iv) €800,000, representing approximately 63.35% of the Company’s issued capital, consisting of the 80,000,000 Ordinary Shares held in treasury, for purposes of, inter alia, (i) the delivery of Ordinary Shares upon the exercise of the Warrants and (ii) future issuances of securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as the Company’s treasury shares are held in treasury, they will not yield dividends or rights to other distributions, entitle the Company as a holder thereof to voting rights, count towards the calculation of dividends, or other distributions or voting percentages, and be eligible for redemption. The Company’s treasury shares are admitted to listing and trading on Euronext Amsterdam. The Company further: (i) has 10,516,328 Warrants in circulation; 40 (ii) has 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the “Founder Warrants”) in circulation, which are, however, deemed embedded in and form part of the Founder Share F1 held by the Sponsor. During the exercise period described in the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs; and (iii) holds 40,000,000 Warrants in treasury for purposes of, inter alia, future issuances of securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as these Warrants are held in treasury, they will not be exercisable. The Warrants held in treasury are admitted to listing and trading on Euronext Amsterdam. 1.4 Escrow Account On the Settlement Date, an amount equal to the IPO Proceeds was deposited in an escrow account held with Banca Nazionale del Lavoro S.p.A. (the “Escrow Account”), bearing interest at the rate of EURIBOR 3M + 5bps. Following the IPO, the Escrow Account was initially subject to the incurrence of negative interest (“Negative Interest”). To provide compensation for the incurrence of Negative Interest in respect of the IPO Proceeds, the Sponsor committed to bear up to 1% of any Negative Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266 (the “Negative Interest Cover”). However, as a result of the prevailing EURIBOR interest rate environment since the Settlement Date, the Company anticipates that the IPO Proceeds will have earned net interest income (for the avoidance of doubt, on an after-tax basis) upon release of funds held in the Escrow Account. As a result, the Company anticipates that upon occurrence of: (a) an Ordinary Share repurchase procedure to be launched by the Company (x) under the Redemption Arrangement (as defined in the Prospectus) in connection with a Business Combination, (y) in connection with an Amendment or (z) prior to a Liquidation; or (b) liquidation distributions in accordance with the Liquidation waterfall contained in the Articles of Association, participating holders of Ordinary Shares (the “Ordinary Shareholders”) will receive, as consideration in such Ordinary Share repurchase procedure or as distribution in connection with a Liquidation, as the case may be, an amount equal to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon). To the extent that there is any Negative Interest Cover or net interest earned thereon available for distribution thereafter, such monies will be remitted to the Sponsor. 1.5 Costs In addition to the Negative Interest Cover, the Sponsor has provided €7,706,530.80 to VAM Investments SPAC through its subscription for Founder Shares to cover the costs (together with the Negative Interest Cover, the "Costs Cover") related to the IPO and as initial working capital of VAM Investments SPAC (i.e. costs relating to the search for a Target and other running costs). The funds contributed by the Sponsor 41 through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no Business Combination is completed by the Business Combination Deadline. As agreed in the letter agreement entered into on 16 July 2021 between the Sponsor, the Directors, the CFO and the Company (the “Letter Agreement”) and published on the Company’s website, and as previously disclosed in the Prospectus, to the extent the Sponsor, at the request of the Board, elects to finance any costs in excess of the Costs Cover (through the issuance of loan or debt instruments to the Company, such as promissory notes or lines of credit), any amounts to be repaid to it, or any part thereof, may, at its election, be settled for additional rights to acquire an equivalent number of Founder Warrants under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. Throughout the financial year ended on 31 December 2022, no such additional financing was requested or extended. The Company and the Sponsor have entered into an administrative services agreement (the "Administrative Services Agreement") pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. 1.6 Board Structure The Company has a one-tier board of directors (the "Board"), consisting of executive Directors (uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the "Directors"). Carlo Di Biagio has been serving as the chief financial officer (“CFO”) of the Company as of the Settlement Date but is not part of the Board. 2. Basis of preparation 2.1 Accounting standards and declaration of compliance These financial statements relate to the period from 1 January 2022 up to and including 31 December 2022 (the "Financial Statements") and have been prepared by the Board in accordance, and comply, with International Financial Reporting Standards (“IFRS”) and interpretations adopted by the European Union, where effective, for financial years beginning 1 January 2022 and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code. The standards are available at the European Commission website: https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and- auditing/company-reporting/financial-reporting_en#ifrs Standards published by the IASB and adopted by the European Union as at 31 December 2022 New standards, amendments and/or interpretations to existing IFRS standards became effective in 2022. These new standards, amendments and interpretations, as far as they are relevant to the Company, have no impact on the valuation and classification of assets and liabilities of the Company, nor on its income statement or cash flows. The Company has not yet applied the new and revised IFRS that have been issued but are not yet effective. Considering the current circumstances the Company is in, it is currently not possible to assess the impact of the changes on a future Business Combination. The effect will be assessed during this transaction. 42 2.2 Going concern These Financial Statements have been prepared on a going concern basis. Prior to the completion of a Business Combination, the Company does not engage in any operations, other than in connection with the selection, structuring and completion of a Business Combination. Following the Settlement Date, the Company has a 24-month period to complete a Business Combination, plus an additional six months subject to approval by the General Meeting. If the Company does not complete a Business Combination by the Business Combination Deadline, being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, the Company intends to, as soon as reasonably possible thereafter, initiate an Ordinary Share repurchase procedure allowing the Ordinary Shareholders to receive as consideration in such Ordinary Share repurchase procedure an amount equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon. Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the Business Combination Deadline, at the proposal of the Board convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants (the “Liquidation”). In the event of a Liquidation, the distribution of the Company's assets and the allocation of the Liquidation surplus to Shareholders shall be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance with a pre- determined order of priority as laid down in the Articles of Association. There will be no distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants and Founder Warrants will automatically expire without value upon occurrence of such a Liquidation. The Company’s management notes that the Business Combination Deadline, being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, is approaching. Moreover, the ongoing war in Ukraine and related matters like inflation, rising interest rates, financial instability and other macroeconomic events impacting valuations or access to capital markets remain concerning. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the company’s ability to continue as a going concern – that is, whether it will be able to continue its operations and meet its liabilities for at least 12 months from the date of the Financial Statements. While not compromising its focus on the business fundamentals for any given opportunity, the Company is adapting its activities appropriately to factor in, to the extent possible, the current circumstances and the challenging market environment. However, the Company’s management remains focused on completing a Business Combination on or before the Business Combination Deadline. The balance of the Company’s bank accounts as at 31 December 2022 is considered to be sufficient to cover working capital, running costs and expenses and further liabilities as they fall due. Therefore, there is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities for at least 12 months from the date of the Financial Statements, despite the approaching Business Combination Deadline. Consequently, it is appropriate to adopt the going concern basis in preparing the financial reporting. 2.3 Basis of measurement These Financial Statements are expressed in thousands of euros, rounded off to the closest thousand euros. Rounding gaps may result in minor differences regarding certain totals in the tables presented in the Financial Statements. 43 These Financial Statements have been prepared on a historical cost convention, unless stated otherwise. 2.4 Use of estimates and judgements In preparing these Financial Statement, the Board has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are the following: • Note 13: The Board has exercised judgement in determining whether the cash held in the Escrow Account should be treated as cash and cash equivalents or other financial assets and concluded that the Escrow Account will be treated as other financial assets as the cash in the Escrow Account may only be released under the terms and conditions set out in the escrow agreement entered into by, inter alia, the Company and Servizio Italia S.p.A. (as escrow agent) on 17 July 2021 (the “Escrow Agreement”) (i.e. not matching short-term cash commitments as defined under IAS 7.7.). The Escrow Agreement is published on the Company’s website. • Note 18: Redeemable Ordinary Shares and Warrants. The fair value of the Warrants at the issue date. • Note 20: Regarding the Founder Shares issued by the Company, the Board has exercised judgement in determining whether the Founder Shares should be treated as financial instruments or share based payments (IFRS 2) and concluded that these instruments fall in scope of IFRS 2 as equity settled instruments, since there is an estimated difference in the fair value of the instruments issued and the amount paid. The grant-date fair value of equity-settled share-based payment awards granted is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Board has exercised judgement in determining the grant date and concluded that the grant date should be the date on which a Business Combination is consummated as only at that point in time there is clarity over the value of the awarded Founder Shares. As a result, no expense is recognized in the statement of comprehensive income over the period ending 31 December 2022 for the 5,258,164 Founder Shares owned by the Sponsor. • Note 21: As disclosed in the Prospectus the underwriters in the IPO (the “Underwriters”) are potentially entitled to a deferred underwriting fee (“Deferred Underwriting Fee”). This fee is only payable upon completion of the Business Combination and will not be paid out of the Cost Cover, but from the funds held in the Escrow Account. As at 31 December 2022, the Deferred Underwriting Fee is considered a liability under IAS 37, amounting to maximum of €7.4 million, and is included in the accounting of the amortized cost of Ordinary Shares. 44 3. Accounting methods 3.1 Determining fair value The principles adopted for fair value of financial instruments are in accordance with IFRS 13 “Measurement of fair value” and may be summarised as follows: Instruments classified as Level 1 These instruments are listed on an active market and are measured on the basis of the latest quoted price as at closing. Instruments classified as Level 2 These instruments are not listed on an active market but their measurement pertains to directly or indirectly observable data. An adjustment to a Level 2 piece of data that is significant to the fair value, can result in a fair value classified in Level 3 if it uses significant unobservable data. Instruments classified as Level 3 These instruments are not listed on an active market and their measurement pertains to a large extent to unobservable data. The Company can take into account multi-criteria approaches or external appraisers to determine the fair value of each instrument. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk. When measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. The determination of what constitutes “observable” requires significant judgment by management. Fair values of financial assets and liabilities that are traded in active markets are based on quoted market prices or price quotations from a broker that provides an unadjusted price from an active market for identical instruments. A market is regarded as “active” if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an on-going basis. The determination of fair value for financial assets and financial liabilities for which there is no observable market price requires the use of valuation techniques. For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgment depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument. The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. 3.2 Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with 45 original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 3.3 Other receivables Other receivables are recognized initially at their transaction price, the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance (if any). 3.4 Other payables These amounts represent liabilities provided to the Company prior to the end of the financial year which are unpaid. Other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequent measurement at amortized cost using the effective interest method. 3.5 Financial instruments Financial assets – Classification and measurement The Company classifies its financial assets in the following measurement categories: • those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss), and • those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. Financial assets - Recognition and derecognition Regular purchases and sales of financial assets are recognized on the trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Financial assets – Initial recognition At initial recognition the Company measures a financial asset at its fair value plus, in the case of a financial asset not carried at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial assets – Subsequent Measurements Subsequent measurement depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company 46 classifies its instruments: (i) amortized cost, (ii) fair value through profit or loss; and (iii) fair value through other comprehensive income. The Company makes no use of derivative financial instruments. Besides cash and cash equivalents that are measured at fair value, the Company’s receivables are measured at amortized costs. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss. Financial assets – Impairment The Company assesses on a forward-looking basis the expected credit loss associated with its financial instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Company has no trade receivables nor amounts due from customers for contract work including a significant finance component and is therefore allowed to apply the simplified approach under IFRS 9, in which the credit losses are measured using a lifetime expected loss allowance for all trade receivables. Financial liabilities - Recognition and measurement Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. The Company makes no use of derivative financial instruments. Financial liabilities at amortized costs Financial liabilities at amortized cost include redeemable Ordinary Shares and other payables. These financial liabilities are initially recognized at fair value equal to the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade and other payables are measured at amortized cost using the effective interest method. Other payables are classified as current liabilities due to their short- term nature, except for maturities greater than 12 months after the end of the reporting period. Financial liabilities at fair value through other comprehensive income Financial liabilities at fair value through other comprehensive income include the Warrants. These financial liabilities are initially recognized at fair value with subsequent changes in fair value being recognized in the income statement. Financial liabilities – Derecognition The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the statement of comprehensive income. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified 47 terms is recognized at fair value. However, when the cash flows of the modified liability are not substantially different, the Company (i) recalculates the amortized cost of the modified financial liability by discounting the modified contractual cash flows using the original effective interest rate and (ii) recognizes any adjustment in the statement of comprehensive income. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The Company does not have any legally enforceable right to offset the recognized amounts in the balance sheet. 3.6 Founder Shares and Founder Warrants The Company has issued and assigned Founder Shares and the Founder Share F1 (with embedded free of charge option rights, namely the Founder Warrants) to the Sponsor. They are recognized as equity. Founder Warrants met the ‘fixed-for-fixed' test. Upon completion of a Business Combination, the Founder Shares will convert into, or can be exercised for, Ordinary Shares. In case the Company does not complete a Business Combination within 24 months from the Settlement Date, plus an additional six months subject to approval by the General Meeting, the Company will be dissolved and Liquidated. The Founder Warrants will automatically expire without value upon occurrence of such a Liquidation and the Founder Shares cannot be exercised for Ordinary Shares. See note 2.4 and note 20 for further explanation in respect of the Founders Shares. 3.7 Ordinary Shares Since the holders of Ordinary Shares have the right to demand cash at the earlier of (i) consummation of a Business Combination and (ii) when no Business Combination is consummated by the Business Combination Deadline, the Ordinary Shares are classified as a financial liability in accordance with IAS 32.18 until the point when this redemption feature lapses. These financial liabilities are classified as measured at amortized cost using the effective interest method. Interest expenses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. 3.8 Warrants The Warrants classify as a financial liability under IFRS and are initially measured at their fair value. Subsequent to initial recognition, the Warrants are measured at fair value, and changes therein are recognized in profit or loss. 3.9 Expenses Expenses arising from the Company’s operations are accounted for in the year incurred. 3.10 Finance income and expenses Finance expenses include interest incurred on borrowings calculated using the effective interest method and interest on the Company’s cash and cash equivalent balances. 48 3.11 Taxation Corporate income tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used. 3.12 Cash flow Statement The cash flow statement is presented using the indirect method. 3.13 Segment information The activities of the Company are considered to be a single operating segment under IFRS 8. Hence, no further segmental disclosures are included in the financial statements. 4. Financial instruments and risk management I. Accounting classification The carrying amount of the redeemable Ordinary Shares is determined based upon amortized cost calculation, using the effective interest rate method, considering the transaction cost paid to issue the instrument and the interest incurred or accrued, as the case may be. 49 The Warrants initial value is determined based on a Level 1 using the listed market price of these Warrants on Euronext Amsterdam on 20 August 2021 (first available valuation day) given the close proximity to the IPO date. The fair value on 31 December 2022 is based on a Level 1 valuation using the listed market price of these Warrants on Euronext Amsterdam. II. Risk management The Board has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables. The Company’s credit risk mainly relates to its cash and cash equivalents that are placed in a bank. The Company determines the credit risk of cash and cash equivalents that are placed with these banks as low, by solely doing business with highly respectable bank. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. As at 31 December 2022, the Company has sufficient funds to pay its obligations for the next year. 31 December 2022 Carrying amount Total < 1 Year 1-2 Years EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Redeemable Ordinary Shares 203,166 203,166 203,166 - Deferred Underwriting Fee 7,361 7,361 7,361 - Warrants 3,576 - - - Other payable 233 233 233 - Total 214,336 210,760 210,760 - 50 31 December 2021 Carrying amount Total < 1 Year 1-2 Years EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Redeemable Ordinary Shares 196,383 196,383 - 196,383 Deferred Underwriting Fee 7,361 7,361 - 7,361 Warrants 3,996 - - - Other payable 262 262 262 - Total 208,002 204,006 262 203,744 The amounts in the maturity buckets are undiscounted and based on expected contractual dates. The undiscounted amounts approximate the carrying amount which is on a fair value basis. The contractual value for the Warrants cannot be expressed in a value, as it is a right. During the exercise period described in the Prospectus, each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs. Market risk Market risk is the risk that changes in market prices – e.g. interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. 5. Other income 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Government grant 133 - 133 - The government grant in relation to art. 19 of the Sostegni-bis Decree, converted with amendments by Law 106/2021, provides that for the 2021 tax period the deduction of the notional return pursuant to art. 1 of the Legislative Decree 201/2011 can alternatively be used through the recognition of a tax credit. 51 6. Other expenses 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Listing expenses - (331) Professional services (597) (257) Travel expenses (5) (4) Insurances (487) (220) Bank charges (88) (110) Other expenses (5) (1) (1,182) (923) 7. Effective interest on Ordinary Shares subject to redemption The IPO transaction costs of €4.7 million are allocated pro rata to the Shares and to the Warrants for the amounts of €4.5 million and €0.1 million respectively. The IPO transaction costs charged to the Warrants are directly recognized in the profit and loss account as part of other expenses (see note 6). The same method is used for the allocation of the Deferred Underwriting Fee, which amounts to €7.4 million. This amount is allocated pro rata to the Ordinary Shares and to the Warrants for the amounts of €7.2 million (included in the accounting of the amortized cost of Ordinary Shares) and €0.2 million respectively. The effective interest on the Ordinary Shares amounts to €6.8 million (€3.5 million in 2021). 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Effective Interest on Ordinary shares subject to redemption (6,783) (3,540) Total (6,783) (3,540) See note 13 for further explanation in respect of the Escrow Account. 52 8. Interest income and expenses 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Interest income 1,133 10 1,133 10 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Interest expenses (456) (490) (456) (490) Upon release of the funds held in the Escrow Account, the consideration in such Ordinary Share repurchase procedure or distribution in connection with a Liquidation corresponding to the gross interest income earned in respect of the funds held in the Escrow Account may be subject to withholdings for applicable taxation. See note 13 for further explanation in respect of the escrow account. 9. Income tax The Company’s tax jurisdiction is Italy. As it is uncertain if current tax losses can be utilized against future tax profits, the Company did not recognize a deferred tax asset for its tax losses. The Company’s tax losses for the financial year that ended 31 December 2022 amount to € 6.2 million, which can be carried forward for an unlimited period. 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Profit (loss) before income tax (6,734) (3,155) Tax calculated based on Italian tax rate 24.0% 24.0% 53 Tax Effect of: - Current year losses for which no deferred tax asset was recognized -24.0% -24.0% Effective tax rate 0.0% 0.0% 10. Earnings per share The calculation of basic and diluted earnings per share has been based on the following loss attributable to holders of Ordinary Shares and weighted-average number of Ordinary Shares outstanding. 31 December 2022 31 December 2021 1,000 1,000 Net income (loss) attributable to equity holders (6,734) (3,155) Outstanding number of Ordinary Shares for the basic earnings per Ordinary Share 21,033 21,033 Effect of issued Ordinary Shares in 2021 - - Weighted-average number of Ordinary Shares outstanding for the purposes of basic earnings per Ordinary Share 21,033 21,033 Incremental Ordinary Shares for assumed conversion of Warrants, Founder Shares and Founder Warrants 25,584 25,584 Weighted-average number of Ordinary Shares outstanding for the purposes of diluted earnings per share 46,617 46,617 As the Company is loss making, the diluted earnings per share are equal to the basic earnings per share, as the impact of incremental shares on earning per share is anti-dilutive. 11. Numbers of employees The Company has two employees as at 31 December 2022 (two employees as of 31 December 2021), executive Directors Francesco Trapani and Marco Piana, who are both rendering services to the Company under an employment agreement. 12. Compensation Key Management The executive Director Francesco Trapani is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €35,000 per year. The executive Director Marco Piana is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €50,000 per year. Each of the non-executive Directors is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €35,000 per year. 54 Appointment date Remuneration Remuneration 1 January 2022-31 December 2022 7 April 2021-31 December 2021 EUR 1,000 EUR 1,000 Directors Francesco Trapani 16/07/2021 35 17.5 Marco Piana 16/07/2021 50 25 René Abate 16/07/2021 35 17.5 Beatrice Ballini 16/07/2021 35 17.5 Thomas Walker 16/07/2021 35 17.5 CFO Carlo Di Biagio 16/07/2021 25 12.5 Total 215 107.5 The compensation for the Directors charged as at 31 December 2022, amounted to €190,000 (€95,000 in 2021). In 2022, the Directors and CFO were entitled to receive total short-term compensations of €215,000 (€107,500 in 2021), of which €155,000 was already paid in 2022. Furthermore, the Directors and the CFO indirectly participate in the performance of the Founder Shares, which can be specified as follows: • Francesco Trapani indirectly participates in the Founder Shares through an investment of €2,882,600 in a special class of non-voting tracking stock issued by the Sponsor; • Marco Piana indirectly participates in the Founder Shares through an investment of €165,000 in a special class of non-voting tracking stock issued by the Sponsor; • Renè Abate indirectly participates in the Founder Shares through an investment of €480,400 in a special class of non-voting tracking stock issued by the Sponsor; • Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000 in a special class of non-voting tracking stock issued by the Sponsor; • Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100 in a special class of non-voting tracking stock issued by the Sponsor; • Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800 in a special class of non-voting tracking stock issued by the Sponsor. 55 13. Other financial assets 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Unaudited Audited Escrow account 212,332 210,947 Financial assets 212,332 210,947 Financial assets consist of the gross IPO Proceeds and net interest earned thereon and the Negative Interest Cover and net interest earned thereon, in each case held in the Escrow Account. Funds held in the Escrow Account will be released only in accordance with the terms and conditions of the Escrow Agreement. As such, the funds held in the Escrow Account are restricted and not freely available to the Company. Therefore, based on the nature of the account, the funds held in the Escrow Account are not considered as cash or cash equivalent. On 21 July 2022, the Company transferred €1,000,000 from the Company’s working capital account into the Escrow Account to fund the Negative Interest Cover. The funds held in the Escrow Account are subject to the interest rate of EURIBOR 3M + 5bps. Throughout the financial year 2022, the net interest result in respect of the funds held in the Escrow Account amounted to €677,387, subject to any applicable taxation to be deducted upon release of the funds held in the Escrow Account. 14. Other receivables 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Other receivables 427 2 427 2 The fair value of the receivables approximates the carrying amounts. No breakdown of the fair values of trade and other receivables and the non-current portion of the receivables has been included as the differences between the carrying amounts and the fair values are insignificant. 56 15. Cash and cash equivalents 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Bank 1,232 2,955 Cash and cash equivalents in the statement of cash flows 1,232 2,955 The Company has around €1.2 million of cash and cash equivalents accounted as current financial assets. 16. Other Current Assets 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Other current assets 266 754 266 754 The other current assets are related to insurance costs accruing in the future. 17. Equity Number of Founder Shares Share capital Share premium Total EUR 1,000 EUR 1,000 EUR 1,000 Balance 31/12/2022 5,258,164 253 9,557 9,810 Number of Founder Shares Share capital Share premium Total EUR 1,000 EUR 1,000 EUR 1,000 Balance 31/12/2021 5,258,164 53 9,757 9,810 57 On 21 July 2021, the Company issued 4,999,900 Founder Shares at a nominal value of €0.01 each, against payment of € 9,500,000, and one Founder Share F1, with a nominal value of € 200,000. For transactions with the Sponsor see note 23. On 21 July 2021, the Company issued 80,000,000 Ordinary Shares at a nominal value of €0.01 each and 40,000,000 Warrants to the Sponsor against payment of €800,000, which on the same date have been repurchased by the Company as Treasury Shares and Treasury Warrants against payment of € 800,000 in aggregate. Such Treasury Shares and Treasury Warrants are held for the purpose of potentially allotting these Treasury Shares and Treasury Warrants to investors around the time of the Business Combination. On 23 July 2021, after the exercise of the Over-allotment Option, the Sponsor, in an additional private placement, subscribed for 258,164 additional Founder Shares in the Company with a nominal value of €0.01 each, for an aggregate subscription price of €309,796, and the Founder Share F1 embedded an additional 309,796 Founder Warrants. Each Founder Warrant is exercisable by the Sponsor to subscribe for one Ordinary Share at €11.50 or otherwise in accordance with the Warrant T&Cs, but pursuant to the Warrant T&Cs the Sponsor may elect a cashless exercise in which case it would receive a certain amount of Ordinary Shares based on the fair market value of the Ordinary Shares without being obliged to pay cash. Under Dutch law, the Company is not required to have, and does not have, an authorized share capital (maatschappelijk kapitaal), because it is a private company with limited liability. 18. Redeemable Ordinary Shares and Warrant 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 IPO proceeds based on sale of Units 210,327 210,327 Less: initial recognition of the Warrants (5,784) (5,784) Less: IPO costs (4,541) (4,541) Less: deferred IPO costs (7,159) (7,159) Effective interest accretion 10,323 3,540 Carrying amount 203,166 196,383 Following the IPO, the Company issued 21,032,656 Ordinary Shares and distributed 10,516,238 Warrants as part of a Unit, which were sold at an offer price of € 10.00 per Unit. A Unit consisted of one Ordinary Share and (a right to receive) one-half (1/2) of a Warrant. 58 Instrument Number Initial Value Fair Value at 31 December 2022 Total Value as per 31 December 2022 Warrants 10,516,328 0.38 0.34 3,575,552 Instrument Number Initial Value Fair Value at 31 December 2021 Total Value as per 31 December 2021 Warrants 10,516,328 0.55 0.38 3,996,205 Each of the Warrants will be exercisable for an Ordinary Share after completion of the Business Combination in accordance with the Warrant T&Cs. If the Company does not complete a Business Combination by the Business Combination Deadline, being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, the Company intends to, as soon as reasonably possible thereafter, initiate a repurchase procedure allowing the Ordinary Shareholders to receive as consideration in such Ordinary Share repurchase procedure an amount equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon. See “2.2 Going Concern” above. 19. Other Payables 31 December 2022 31 December 2021 EUR 1,000 EUR 1,000 Trade payables 173 204 Tax and social payables 30 28 Other payable 30 31 Total 233 263 All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the carrying amount due to its short-term character. 20. Share-based payments The Company has issued Founder Shares to the Sponsor. The Board has exercised judgement in determining whether these instruments should be treated as financial instruments or share-based payments (IFRS 2) and concluded that the instruments fall in scope of IFRS 2 as equity settled instruments, since there is an estimated difference in the fair value of the instruments issued and the amount paid. The grant-date fair value of equity- settled share-based payment awards granted is generally recognized as an expense, with a corresponding 59 increase in equity, over the vesting period of the awards. The Board has exercised judgement in determining the grant date and concluded that the grant date should be the Business Combination date as only at that point in time there is clarity over the value of the awarded Founder Shares. As a result, no expense is recognized in the statement of comprehensive income over the period from 1 January 2022 up to and until 31 December 2022 for the 5,258,164 Founder Shares owned by the Sponsor. 21. Contingencies and commitments As disclosed in the Prospectus, the Underwriters are potentially entitled to a Deferred Underwriting Fee. This Deferred Underwriting Fee is only payable upon completion of a Business Combination and will be paid out from the funds held in the Escrow Account. As at 31 December 2022, the Deferred Underwriting Fee (amounting to maximum of €7.4 million) has been considered in the determination of the amortizing cost of the redeemable Ordinary Shares. 22. Related party transactions Transactions with related parties are assumed when a relationship exists between the Company and a natural person or entity that is affiliated with the Company. This includes, amongst others, the relationship between the Company and its subsidiaries, shareholders, directors and key management personnel. Transactions are transfers of resources, services or obligations, regardless whether anything has been charged. For transactions with key management personnel refer to note 12. 23. Transaction with the Sponsor On 14 April 2022, the Board requested the Sponsor to pay the nominal value of the Founder Share F1 in full. This payment was effected from the Company’s general share premium reserve and the Board has granted full discharge to the Sponsor for such payment of the nominal value. 24. Auditors remuneration Mazars Accountants N.V. was appointed as the external auditor of the Company for the financial year of the Company that ended on 31 December 2022. Mazars Accountants N.V. is entitled to receive a cash compensation set at €50,000 (€40,000 in 2021). 25. Events after the balance sheet date No material event occurred subsequent to 31 December 2022 that requires disclosure. 60 Authorization of the financial statements Signed for approval on 17 April 2023 ____ ____ Francesco Trapani Marco Piana Executive Director Executive Director ____ ____ René Abate Thomas Walker Non-Executive Director Non-Executive Director _____ Beatrice Ballini Non-Executive Director 61 OTHER INFORMATION Provisions in the Articles of Association relating to profit appropriation Pursuant to article 31 of the Articles of Association of the Company, from the profits accrued in a financial year, €1.00 shall be allocated to the profit reserve held for the exclusive benefit of the holder of the Founder Share F1 (the “Profit Reserve Founder Share F1”). The Board may resolve that profits remaining thereafter shall be fully or partially added to other reserves and may also resolve how losses are allocated. The General Meeting is authorised to allocate any remaining profits and to declare distributions to the holders of Ordinary Shares, each at the proposal of the Board, provided that no further profits shall be allocated to the Profit Reserve Founder Share F1. The Board may resolve to make (interim) distributions out of the Company’s profits or any of the Company’s reserves, other than the Profit Reserve Founder Share F1. Any such distribution shall be made to the holders of Ordinary Shares in proportion to the aggregate number of Ordinary Shares held by each. 62 INDEPENDENT AUDITOR’S REPORT Mazars Accountants N.V. with its registered office in Rotterdam (Trade register Rotterdam nr. 24402415) 63 Watermanweg 80 P.O. Box 23123 3001 KC Rotterdam The Netherlands T: +31 88 277 20 70 marc.vazel@mazars.nl Independent auditor’s report To the shareholders and board of VAM Investments SPAC B.V. Report on the audit of the financial statements 2022 included in the annual report Our opinion We have audited the financial statements 2022 VAM Investments SPAC B.V. in Amsterdam. The financial statements comprise the company financial statements. In our opinion the accompanying financial statements give a true and fair view of the financial position of VAM Investments SPAC B.V. as at 31 December 2022 and of its result and its cash flows for 2022 in accordance with International Financial Reporting Standards as adopted by the European Union (EU- IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. The financial statements comprise: 1. the statement of financial position as at 31 December 2022; 2. the following statements for the period from 31 December 2021 to 31 December 2022: 3. the profit and loss and other comprehensive income, changes in equity and cash flows; and 4. the notes comprising a summary of the significant accounting policies and other explanatory information. Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report. We are independent of VAM Investments SPAC B.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 64 Material uncertainty related to going concern and our audit response We draw attention to note 2.2 (Going concern) of the financial statements which indicates that if the Company does not complete a business combination prior to the Business Combination Deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024, the company must be dissolved and liquidated and the Ordinary Shares and Market Warrants will be delisted. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. This is based on our audit approach that is explained hereafter: The management board expects that the Company will be able to fulfil all its obligations in case the company will be liquidated and dissolved. In order to evaluate the appropriateness of management’s use of the going-concern basis of accounting, including management’s expectation that their plans sufficiently address the identified going-concern risk and the adequacy of the related disclosures, we amongst others, performed the following procedures: ● we inquired with management to understand the Company’s ability to continue as a going concern; ● we reviewed the Prospectus of the Company and escrow agreement with Servizio-Italia S.P.A. and noted that the funds held in escrow can only be used for the acquisition of a business combination or the distribution of funds upon liquidation; ● we determined that in case the general meeting would vote in favour of liquidation of the Company, this can be effectuated per of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of 21 January 2024. Therefore, we obtained the cash flow forecast until 21 January 2024 from management; ● we reconciled the cash balance as included in the cash flow forecast, back to the bank statements; ● we challenged the forecasted cash flows until 21 January 2024 by comparing them to the actual expenses incurred in 2022 and to what is contractually agreed with external parties; ● we reviewed the adequacy and appropriateness of disclosures in the financial statements. We evaluated whether the going-concern risk including management’s plan to address the identified risk and the most significant underlying assumptions have been sufficiently described in the notes to the financial statements. We found the disclosure going concern in the financial statements, where management disclosed conditions that indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern to be adequate. 65 Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information above relating to our audit approach going concern and the following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Materiality Based on our professional judgement we determined the materiality for the financial statements as a whole at € 2.1 million. The materiality is based on 1% of the total assets. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the board that misstatements in excess of € 64,277, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Audit response to the risks of fraud and non-compliance with laws and regulations Our fraud risk assessment During our audit we obtained an understanding of the entity and its environment, including the risk assessment process and management’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to the Director’s Report and Non-Executive Director’s Report in which the board reflects on this risk assessment. As in all our audits, we identified the risks of management override of controls. This risk is related to the areas of accounting estimates and manipulation of accounting records during the preparation of the financial statements. Our response to the identified and assessed fraud risks We performed the following specific procedures: • we evaluated the design and implementation of relevant internal controls in the financial statements, such as segregation of duties and systems of authorisations; • we made enquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries and other adjustments; • we selected journal entries and other adjustments made and examined the underlying audit documentation; • we evaluated key estimates and judgements for bias by management, including retrospective reviews of prior year’s estimates with respect to the valuation of the warrants. 66 In addition, we also performed the following more general procedures: • we reviewed significant contracts, including the escrow agreement. We determined that the amount on the escrow account can only be released under very strict conditions; • we evaluated whether transactions with related parties have been identified and appropriately disclosed; • we have incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures. Our response to non-compliance with laws and regulations We obtained an understanding of the relevant laws and regulations. We identified the following laws and regulations that have an indirect effect on the financial statements: anti-bribery and corruption, competition and data privacy laws. We held enquiries with management and the audit committee as to whether the entity is in compliance with these laws and regulations. We remained alert to indications of non-compliance throughout the audit, held enquiries with legal counsel, and obtained a written representation from management that all known instances of non-compliance with laws and regulations were disclosed to us. Our observations The aforementioned audit procedures have been performed in the context of the audit of the financial statements. Consequently they are not planned and performed as a specific investigation regarding fraud and non-compliance with laws and regulations. Our audit procedures did not lead to any findings. Our key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements. We have determined that there are no key audit matters to be communicated in our report. Report on the other information included in the annual report The annual report contains other information, in addition to the financial statements and our auditor's report thereon. The other information consists of: • the report of the directors; • the report of the non-executive directors; • the statement of directors’ responsibilities; • the other information pursuant to Part 9 of Book 2 of the Dutch Civil Code. 67 Based on the following procedures performed, we conclude that the other information: ● is consistent with the financial statements and does not contain material misstatements; ● contains all the information regarding the report of the directors, the report of the non-executive directors, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements. Management is responsible for the preparation of the other information, including the report of the directors and the report of the non-executive directors in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code. Report on other legal and regulatory requirements and ESEF Engagement We were engaged by the board as auditor of VAM Investments SPAC B.V. on 15 June 2021, for the audit for the year 2021 and have operated as statutory auditor ever since that financial year. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. European Single Electronic Format (ESEF) VAM Investments SPAC B.V. has prepared its annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion, the annual report prepared in XHTML format, including the financial statements as included in the reporting package by VAM Investments SPAC B.V., complies in all material respects with the RTS on ESEF. 68 Management is responsible for preparing the annual report, including the financial statements, in accordance with the RTS on ESEF, whereby management combines the various components into a single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital reporting). Our examination included among others: • obtaining an understanding of the entity's financial reporting process, including the preparation of the annual report in XHTML-format; • identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including obtaining the annual report in XHTML-format and performing validations to determine whether the annual report complies with the RTS on ESEF. Description of responsibilities regarding the financial statements Responsibilities of management and the board for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting, unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements. The board is responsible for overseeing the company's financial reporting process. 69 Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others: ● identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; ● obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control; ● evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; ● concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company to cease to continue as a going concern. ● evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and ● evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 70 Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items. We communicate with the board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor's report. We provide the board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Rotterdam, 17 April 2023 Mazars Accountants N.V. Original has been signed by: M. Vazel RA