Interim / Quarterly Report • Aug 13, 2025
Interim / Quarterly Report
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Unaudited Condensed Interim Financial Report ("Interim Report")
For the six months ended 30 June 2025
Page(s)
| Interim Directors' Report | 1 - 8 |
|---|---|
| Statement of Directors' Responsibilities | 9 |
| Unaudited Condensed Statement of Financial Position |
10 |
| Unaudited Condensed Statement of Comprehensive Income |
11 |
| Unaudited Condensed Statement of Changes in Shareholders' Equity |
12 |
| Unaudited Condensed Statement of Cash Flows |
13 |
| Notes to the Unaudited Condensed Financial Statements |
14 - 28 |
BM3EAC Corp. (the "Company"), is a listed acquisition vehicle incorporated under the laws of the Cayman Islands. The Company is listed on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") and is seeking to effect a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with an operating company, which is referred to herein as a business combination ("Business Combination").
The Company was formed by Brigade SPAC Sponsor II LLC (the "Sponsor Entity"). The Sponsor Entity is controlled by Brigade Capital GP, LLC, which is an affiliate of Brigade Capital Management, LP, together with the group entities that are affiliated with it by way of common control ("Brigade"). M3 Euro SPAC Sponsor I, LP ("M3") is the strategic partner to the Sponsor Entity.
The unaudited condensed interim financial statements cover the period 1 January 2025 to 30 June 2025 (the "Reporting Period").
The Company maintains its appointments of Brigade Capital UK LLP ("Brigade UK"), an affiliate of the Sponsor Entity, as its adviser and ABN AMRO Bank N.V. as its listing and paying agent in connection with its listing on Euronext Amsterdam.
On 8 December 2021, the Company offered by way of private placement 25,000,000 units (the "Units"), each consisting of one ordinary share (an "Ordinary Share") and one-half (1/2) of a warrant (a "Warrant"), at a price of \$10.00 per Unit (the "Offering"). The Offering ended on 10 December 2021, raising proceeds of \$250,000,000, and the Units, Ordinary Shares and Warrants were admitted to listing on Euronext Amsterdam on 10 December 2021. The Company held the proceeds of the IPO in an escrow account (the "Escrow Account").
More information about the Company, including the Company's Initial Public Offering ("IPO") Prospectus dated 8 December 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial Markets (AFM), can be found on the Company's website – www.BrigadeM3EAC.com
Pursuant to the terms of the Offering, the Company had until 14 June 2023 to complete a Business Combination (the "Business Combination Deadline"). The Company investigated various potential targets and held explorative talks with a selection of them, but despite extensive efforts the Company was unable to find a suitable business combination target prior to the Business Combination Deadline. Upon reaching the Business Combination Deadline, the board of directors of the Company (the "Directors" or the "Board") initiated the redemption of all listed Units and Ordinary Shares in accordance with the terms and conditions in the Company's articles of association and as disclosed in the Company's Prospectus. On 20 June 2023, redemption proceeds were paid to holders of Units and Ordinary Shares using proceeds from the Escrow Account through payment by the Listing Agent, at a price per Unit or Ordinary Share of \$10.20 plus accrued interest of \$9,380,492 equating to \$0.38 per share, following which the Escrow Account was closed. The formal redemption of the Units and Ordinary Shares then took effect on 21 June 2023 and the redeemed Units and Ordinary Shares were transferred to the Company's treasury (the "Redemption").
In addition, the public warrants and the sponsor warrants automatically expired without value on 15 June 2023 following the Business Combination Deadline, in line with the terms and conditions of the warrants and the disclosure in the Prospectus.
Following the Redemption (and the expiration of the public warrants and the sponsor warrants), the only current outstanding securities of the Company are the sponsor shares, which are held by the Sponsor Entity and certain directors of the Company.
On 9 August 2023, the sponsor shareholders resolved to (i) change the name of the Company to "BM3EAC Corp."; (ii) redesignate all issued Units held in treasury as Ordinary Shares; (iii) amend the authorised share capital from US\$53,000 to US\$28,000 to reflect the cancellation of the authorised but unissued Units; and (iv) amend and restate the Company's memorandum and articles of association in order to facilitate the repurposing and continuation of the Company.
On 12 September 2023, the Board resolved to cancel 25,000,000 Ordinary Shares. Following the cancellation, the Company continued to hold the remaining 25,000,000 Ordinary Shares in treasury, available for reallocating in the future.
In addition, the Sponsor Entity committed additional working capital of \$775,000 in 2024 and \$725,000 in 2025 to cover the costs associated with the continuation of the Company after the Redemption and through at least April 2026.
Financial summary as at 30 June 2025:
During the period 1 January 2025 to 30 June 2025, the Company earned interest income of \$1,287 on its cash balance. The expenses incurred by the Company in the Reporting Period include, amongst others, insurance costs, legal costs, corporate services, accounting and tax advisory costs, interest expense on the promissory notes, and other operating expenses. This has resulted in total comprehensive loss of \$189,168 during the Reporting Period.
The Directors intend for the Company to continue for a temporary period as an acquisition vehicle, listed on Euronext Amsterdam, and believe that the Company provides an efficient route (by way of merger, share exchange or similar) for an operating company to achieve a public market listing and thereby access to public market capital as well as additional private capital. The Directors continue to believe that the experience, capabilities, relationships and track record of the Directors, Brigade and M3 will be instrumental in identifying compelling target companies and implementing a potential business combination. Additionally, the Sponsor Entity has committed to additional capitalization of the Company to support the operations through at least April of 2026. Accordingly, the Company believes it will remain a going concern at least through that date.
The Company was incorporated on 21 April 2021 as an exempted company under the laws of the Cayman Islands with registration number 374650.
The Company is subject to the relevant provisions of Cayman Islands law as well as its Memorandum and Articles of Association. Additionally, the Company voluntarily applies certain principles from the Dutch Corporate Governance Code (the "DCGC").
As at the date of this Interim Report, the directors of the Company (the "Directors" and, together, the "Board") are:
| Name | Position |
|---|---|
| Vijay Rajguru | Executive Director and Chairman of the Board |
| Rosalia Portela | Executive Director |
| Steven P. Vincent | Non-Executive Director |
| Carlos Sagasta | Independent Non-Executive Director |
| Stephan Walz | Independent Non-Executive Director |
| Brenda Rennick | Independent Non-Executive Director |
Further details on the Directors, including their respective management experience and expertise, their powers, responsibilities and functioning, and their mandatory disclosure obligations are set out in the Prospectus.
As at the date of this Interim Report, the interests in the capital instruments of the Company of the Directors remain as disclosed in the Prospectus.
Pursuant to the Articles of Association, the Directors are granted broad authority to manage the Company's business and may exercise all powers in such respect. The Executive Directors manage the Company's dayto-day business and operations and implement its strategy. The Non-Executive Directors focus on policy and supervising the performance of the duties of all Directors and the general state of affairs of the Company. The Directors may take actions by unanimous written resolution or by a majority vote at a Board meeting.
As a company incorporated under the laws of the Cayman Islands, there is no statutory corporate governance code applicable to the Company. The laws of the Cayman Islands do however provide that proper corporate governance has to be maintained. Notwithstanding there being no statutory corporate governance code applicable to the Company, the Company has implemented a corporate governance framework consisting of (i) a Board the majority of which consists of Directors who, in the Company's estimate, would qualify as independent within the meaning of best practice provision 2.1.8 of the DCGC, were it to apply to the Company, (ii) an Audit Committee and (iii) corporate governance policies, including a Code of Ethics, Diversity Policy, Insider Trading Policy and Corporate Governance Guidelines, each as defined below and each of which can be viewed on the Company's website (www.BrigadeM3EAC.com).
The Board has appointed from among its Directors an Audit Committee. The Audit Committee consists of Ms. Rennick as chairperson and Mr. Rajguru. The organisation, rules, decision-making and other internal matters of the Audit Committee have been adopted by the Board and are set out in the Company's Audit Committee Charter, available on the Company's website (www.BrigadeM3EAC.com).
The Company has adopted a code of ethics (the "Code of Ethics") requiring it to avoid, wherever possible, all conflicts of interest, except under guidelines or resolutions approved by the Board (or the Audit Committee, where applicable). Under the Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. In addition, the Audit Committee, pursuant to the terms of reference of the Audit Committee, will be responsible for reviewing and approving related party transactions to the extent that the Company enters into such transactions. The Company's Code of Ethics is available on the Company's website (www.BrigadeM3EAC.com).
The Company has adopted an insider trading policy (the "Insider Trading Policy") setting out, inter alia, prohibitions on directly or indirectly conducting or recommending transactions in Company securities while in the possession of inside information. The Company's Insider Trading Policy is available on the Company's website (www.BrigadeM3EAC.com).
The Company has adopted corporate governance guidelines (the "Corporate Governance Guidelines") relating to, inter alia, (i) board composition and director qualifications; (ii) the Board's responsibilities; (iii) the Board's meetings and related procedures; (iv) director communications, compensation, orientation and continuing education; (v) leadership development; (vi) the Board's annual performance evaluation; and (vii) means of communicating with the Board. The Company's Corporate Governance Guidelines are available on the Company's website (www.BrigadeM3EAC.com).
The Directors believe that businesses which have established a viable environmental, social and governance ("ESG") plan for their future, or that recognise the potential associated with establishing such an ESG plan will experience enhanced expansion relative to those without such a commitment or opportunity for the foreseeable future, and the Directors therefore are also focused on ensuring that the target company meets these criteria. As a consequence, the Company takes into account sustainability and corporate social responsibility factors when evaluating potential target businesses. The factors that will be evaluated relating to the sustainability of the business and opportunity for enhancing such sustainability include: the practices, products and services of the business; the production methods for the products and services, including their relationship to a low-carbon, prosperous, equitable, healthy and safe society; the nature of revenue and the likelihood that current earnings are "borrowing" from future earnings; and overall contribution to equality and long-term benefit to society.
The Company complies with the anti-corruption and human rights laws of the countries in which it does business. The Directors shall not take or cause to be taken any action that would reasonably result in the Company not complying with such anti-corruption and/or human rights laws. The Directors are responsible for ensuring that any agents appointed on the Company's behalf are reputable and uphold the Company's standards in this area.
Following the redemption of all outstanding Units and Ordinary Shares, as well as the expiry of the warrants, the Directors recognise that the Company is solely owned by the Sponsor Entity and the Directors and that the risks associated with the Company and previously disclosed in the Prospectus should now be read in that context. In particular, the Directors recognise that all risks are currently borne solely by the Sponsor Entity and the Directors, who are fully cognizant of the risks.
The Company is exposed to certain risk factors and events that may or may not occur. A summary of certain risks is set out in the table below and should be read in conjunction with Part II of the Company's Prospectus (available on the Company's website: www.BrigadeM3EAC.com), which discloses what the Directors believe are the most material risks concerning the Company's business, although they may not be the only risks and uncertainties. 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.
| Risk category | Risk description | Potential impact |
|---|---|---|
| Strategic | The Company may face significant competition for Business Combination opportunities |
High |
| Strategic | There is no assurance that the Company will identify suitable Business Combination opportunities |
High |
| Financial | The Company may need to arrange third-party financing and there can be no assurance that it will be able to obtain such financing, which could compel the Company to restructure or abandon a particular proposed Business Combination |
High |
|---|---|---|
| Financial | If the Company's working capital is insufficient, it could inhibit the Company's search for a target business and therefore the ability to complete a Business Combination |
High |
| Operational | The Company's success is dependent upon the Directors, Brigade and/or M3 to identify and execute a Business Combination and the departure of key individuals could adversely affect the Company |
High |
| Operational | The Company's search for a target business may be materially adversely affected by macroeconomic events as well as other adverse conditions on the public financial markets |
Medium |
| Operational | Harm to the reputation of the Company, the Sponsor Entity (or any of its affiliates) or the Directors may materially adversely affect the Company |
Medium |
| Operational | The Company is reliant on the continuation of certain service provider appointments, including advisors, legal counsel, auditor, listing agent and others. In the event of termination of any such appointments, the Company would need to appoint replacement service providers |
Medium |
The Board is ultimately responsible for maintaining effective risk management, which includes the Company's risk governance structure and the Company's system of internal controls.
The Company has in place a risk management and internal control system in relation to its financial reporting process and the process of preparing the financial statements. The Board reviews the effectiveness of the system of internal financial, operational and compliance controls, and risk management. The Board examines whether the system of internal controls operated effectively throughout the year (taking into account that due to the size of the Company and its limited operations, segregation of duties is generally limited) and will make recommendations when appropriate.
The Board is of the opinion that, to the best of its knowledge:
No matter how comprehensive a risk management and control system may be, it cannot be assumed to be exhaustive, nor can it provide certainty that it will prevent negative developments from occurring in the Company's business and business environment or that response to risk will be fully effective. The Company's risk management framework is designed to avoid or mitigate rather than to eliminate the risks associated with the accomplishment of the Company's strategic objectives. It provides reasonable assurance but not absolute assurance against material misstatement or loss. In the Reporting Period, the Company has not identified any major failings in its internal risk management and control system.
The Directors have reviewed and discussed the June 2025 Interim Financial Statements.
The Directors believe the June 2025 Interim Financial Statements of the Company meet all requirements for correctness and transparency.
On behalf of the Directors
Vijay Rajguru Chairman
12 August 2025
The Non-Executive Directors focus on policy and supervising the performance of the duties of all Directors and the general state of affairs of the Company. As at the date of this Interim Report, the Company's Non-Executive Directors are as listed below:
| Name | Position |
|---|---|
| Steven P. Vincent | Non-Executive Director |
| Carlos Sagasta | Independent Non-Executive Director |
| Stephan Walz | Independent Non-Executive Director |
| Brenda Rennick | Independent Non-Executive Director |
The Non-Executive Directors provide, inter alia, a supervisory and oversight function to the Company in relation to its search for a Business Combination and to ensure that any decisions that are reached align with the Company's strategy.
The Non-Executive Directors are aware of the Company's strategic, financial, operational, legal and compliance risks, the internal control and management systems in place, and of the actions taken to manage the risks.
The Directors do not receive any fixed or variable remuneration. As compensation for their services, the Sponsor Entity has assigned sponsor shares to each of the Directors (other than to Steven P. Vincent who does not receive any compensation) at the nominal value of \$0.0001 per sponsor share:
| Name | Position | Sponsor Shares |
|---|---|---|
| Vijay Rajguru | Executive Director and chairman of the Board | 25,000 |
| Rosalia Portela | Executive Director | 20,000 |
| Steven P. Vincent | Non-Executive Director | - |
| Carlos Sagasta | Independent Non-Executive Director | 20,000 |
| Stephan Walz | Independent Non-Executive Director | 20,000 |
| Brenda Rennick | Independent Non-Executive Director | 20,000 |
The Directors are responsible for preparing the Interim Report. The Interim Report comprises the Interim Directors' Report, the Non-Executive Directors' Report, the Renumeration Report, the Interim Financial Statements and some other information. The Directors are responsible for preparing the Interim Report in accordance with applicable law and regulations. The Directors are required by law to prepare the Interim Report for each financial year. The Directors have prepared the Interim Report in accordance with IFRS Accounting Standards ("IFRS"). The Directors must not approve the Interim Report unless they are satisfied that it gives a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the Interim Report, the Directors are required to:
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 Interim Report complies with applicable law. The Directors have assessed 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 provides reasonable assurance that the Interim Financial Statements do not contain any errors of material importance.
Each of the Directors confirm that to the best of their knowledge:
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 the going-concern basis in preparing the Interim Report.
On behalf of the Company
Vijay Rajguru Chairman 12 August 2025
| 30 June | 31 December | ||
|---|---|---|---|
| 2025 | 2024 | ||
| (Unaudited) | (Audited) \$ |
||
| Note | \$ | ||
| Assets | |||
| Cash | 3 | 88,144 | 132,053 |
| Prepayments | 53,914 | 49,978 | |
| Total assets | 142,058 | 182,031 | |
| Shareholders' equity and liabilities | |||
| Shareholders' equity | |||
| Share capital | 5 | 625 | 625 |
| Accumulated losses | (966,643) | (777,475) | |
| Total shareholders' equity | (966,018) | (776,850) | |
| Liabilities | |||
| Promissory notes | 9 | 925,000 | 775,000 |
| Accrued interest on promissory notes | 9 | 80,124 | 46,151 |
| Accrued expenses | 102,952 | 137,730 | |
| Total liabilities | 1,108,076 | 958,881 | |
| Total shareholders' equity and liabilities | 142,058 | 182,031 |
| For the period 1 January 2025 to 30 June 2025 |
For the period 1 January 2024 to 30 June 2024 |
||
|---|---|---|---|
| Note | \$ | \$ | |
| Income | |||
| Interest income, net | 1,287 | 2,804 | |
| Total income | 1,287 | 2,804 | |
| Expenses | |||
| Operational expenses | 6 | 156,482 | 316,991 |
| Interest expense on promissory notes | 9 | 33,973 | 18,257 |
| Total expenses | 190,455 | 335,248 | |
| Net loss for the period | (189,168) | (332,444) | |
| Total comprehensive loss for period |
(189,168) | (332,444) | |
| Basic loss per share |
8 | (\$0.03) | (\$0.05) |
| Diluted loss per share |
8 | (\$0.03) | (\$0.05) |
| Share capital | Accumulated Losses | Total | |
|---|---|---|---|
| \$ | \$ | \$ | |
| Opening balance – 1 January 2025 |
625 | (777,475) | (776,850) |
| Comprehensive loss for the period |
- | (189,168) | (189,168) |
| Total comprehensive loss for the period |
- | (189,168) | (189,168) |
| Closing balance – 30 June 2025 |
625 | (966,643) | (966,018) |
| Share capital | Accumulated Losses | Total | |
| \$ | \$ | \$ | |
| Opening balance – 1 January 2024 |
625 | (143,867) | (143,242) |
| Comprehensive loss for the period |
- | (332,444) | (332,444) |
| Total comprehensive loss for the period |
- | (332,444) | (332,444) |
| Closing balance – 30 June 2024 |
625 | (476,311) | (475,686) |
Unaudited Condensed Statement of Cash Flows
For the period from 1 January 2025 to 30 June 2025
| For the period from 1 January 2025 to 30 June 2025 |
For the period from 1 January 2024 to 30 June 2024 |
|
|---|---|---|
| \$ | \$ | |
| Cash flows from operating activities: | ||
| Net loss for the period |
(189,168) | (332,444) |
| Adjustments to reconcile net loss for the period to net |
||
| cash used in operating activities: |
||
| Adjustment for: | ||
| Interest income, net | (1,287) | (2,804) |
| Changes in: | ||
| Prepayments | (3,936) | (61,870) |
| Accrued interest on promissory notes | 33,973 | 18,257 |
| Accrued expenses | (34,778) | (110,037) |
| Interest received, net | 1,287 | 2,804 |
| Net cash used in operating activities |
(193,909) | (486,094) |
| Cash flows from financing activities: | ||
| Proceeds from promissory notes | 150,000 | 650,000 |
| Net cash generated from financing activities | 150,000 | 650,000 |
| Net change in cash | (43,909) | 163,906 |
| Cash at beginning of the period | 132,053 | 35,590 |
| Cash at end of the period | 88,144 | 199,496 |
BM3EAC Corp. (the "Company") is an exempted company incorporated under the laws of the Cayman Islands on 21 April 2021. The Company is registered as exempted because its objects are to be carried out mainly outside the Cayman Islands. The Company was initially a special purpose acquisition company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination (a "Business Combination") with an operating company.
The Company is registered with the Registrar of Companies under incorporation number 374650 and has its registered office in Grand Cayman, Cayman Islands. Brigade SPAC Sponsor II LLC is the Company's sponsor (the "Sponsor Entity").
The Company was listed on the Euronext Amsterdam Stock Exchange ("Euronext Amsterdam") as of 8 December 2021, having raised \$250,000,000 in its IPO of 25,000,000 Units at \$10 per Unit (the "Offering"), and remains listed. An over-allotment option existed but was not exercised. These proceeds were placed in an Escrow Account as outlined in the Prospectus. Each Unit was exchangeable for one (1) redeemable Ordinary Share and one-half (½) of a public warrant.
Pursuant to the terms of the Offering, the Company had until 14 June 2023 ("Settlement Date") to complete a Business Combination, (the "Business Combination Deadline"). The Company investigated various potential targets and held explorative talks with a selection of them, and despite extensive efforts the Company was unable to find a suitable business combination target prior to the Business Combination Deadline.
Effective 14 June 2023, the Company initiated the redemption (the "Redemption") of all Units and Ordinary Shares (together, the "Public Shares"), in accordance with the terms and conditions in the Company's articles of association and as disclosed in the Company's Prospectus. The redemption proceeds held in the Escrow Account were returned to the shareholders at a per-share price of \$10.20 plus accrued interest of \$9,380,492 equating to \$0.38 per share on 20 June 2023, following which the Escrow Account was closed. The formal redemption of the Units and Ordinary Shares then took effect on 21 June 2023 and the redeemed Units and Ordinary Shares were transferred to the Company's treasury. Additionally, the public warrants and the sponsor warrants (together, the "Warrants") were automatically expired without value on 15 June 2023 following the Business Combination Deadline, in line with the terms and conditions of the Warrants and the disclosure in the Prospectus. Lastly, following the Business Combination Deadline, the Forward Purchase Agreement expired without having been exercised. Following the redemption of the Units and Ordinary Shares (and the expiration of the public warrants and the sponsor warrants), the only current outstanding securities of the Company are the sponsor shares, held by the Sponsor Entity and certain Directors of the Company. With the support of the Sponsor Entity, the Directors intend for the Company to continue as a repurposed acquisition vehicle, remaining listed on Euronext Amsterdam, in the belief that the Company provides an efficient route (by way of merger, share exchange or similar) for an operating company to achieve a public market listing and thereby access to public market capital as well as additional private capital.
On 9 August 2023, the holders of the Sponsor Shares in the Company resolved to (i) change the name of the Company to "BM3EAC Corp."; (ii) redesignate all issued Units held in treasury as Ordinary Shares; (iii) amend the authorised share capital from US\$53,000 to US\$28,000 to reflect the cancellation of the authorised but unissued Units; and (iv) amend and restate the Company's memorandum and articles of association in order to facilitate the re-purposing and continuation of the Company.
On 12 September 2023, the Board resolved to cancel 25,000,000 Ordinary Shares. Following the cancellation, the Company continues to hold the remaining 25,000,000 Ordinary Shares in treasury, available for re-allocating in the future.
The Company has no employees as at 30 June 2025 and 31 December 2024.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
The financial statements of the Company for the six months ended 30 June 2025 have been prepared in accordance, with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Company's last annual financial statements as at and for the year ended 31 December 2024 ('last annual financial statements'). They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements.
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the reporting period. Actual results could differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes:
The financial statements have been prepared on a going concern basis.
With the support of the Sponsor Entity, the Directors intend for the Company to continue as a repurposed acquisition vehicle for at least, but not limited to, 12 months from the end of the Reporting Period, remaining listed on Euronext Amsterdam, and in the belief that the Company provides an efficient route (by way of merger, share exchange or similar) for an operating company to achieve a public market listing and thereby access to public market capital as well as additional private capital. The Directors continue to believe that the experience, capabilities, relationships and track record of the Directors, Brigade and M3 will be instrumental in identifying compelling target companies. Furthermore, while current liabilities exceed the Company's cash balance, the Company has entered into promissory notes with the Sponsor Entity to provide additional funding required to continue operations. Accordingly, the Sponsor Entity is committed to keeping the Company capitalized for at least, but not limited to, 12 months from the end of the Reporting Period on the basis there continues to be a business purpose for keeping the Company in operations.
There is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities, therefore, it is appropriate to adopt the going concern basis in preparing the financial statements. This opinion is based on the fact that the Board remains focused on completing a Business Combination and the Sponsor Entity has committed additional working capital sufficient to cover the Company's operations for at least, but not limited to, the next 12 months.
IFRS 18 will be effective for annual reporting periods beginning on or after 1 January 2027 and will apply retrospectively, with early adoption being permitted. The Company has not yet early adopted this pronouncement and will continue to assess its impact on the Company's financial condition and results of operations.
Functional currency is the currency of the primary economic environment in which the Company operates. The majority of the Company's transactions are denominated in USD. The majority of expenses are denominated and paid in USD.
The Company initially recognises financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are measured initially at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.
Any gains and losses arising from changes in fair value of the financial assets or financial liabilities at fair value through profit or loss ("FVTPL") are recorded in the statement of comprehensive income.
On initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.
Financial assets classified at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in the statement of comprehensive income. Any gain or loss on derecognition is recognised in the statement of comprehensive income.
Financial assets classified at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest income and foreign exchange gains and losses, are recognised in the statement of comprehensive income.
Financial assets measured at amortized cost include cash.
Financial liabilities are classified as measured at amortised cost or FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains or losses, including any interest, are recognised in the statement of comprehensive income.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in the statement of comprehensive income. Any gain or loss on derecognition is also recognised in the statement of comprehensive income.
Financial liabilities measured at amortized cost include promissory notes, accrued interest on promissory notes and accrued expenses.
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.
'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 available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. 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 ongoing basis. The Company measures instruments quoted in an active market at a mid-price because this price provides a reasonable approximation of the exit price.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period during which the change has occurred.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in the statement of comprehensive income. Any interest in such transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.
The Company derecognises 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 profit or loss.
Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions.
These represent assets for amounts paid prior to the end of the financial period, for which services are yet to be provided to the Company. Prepayments are presented as current assets unless the service is not due to be provided within 12 months after the reporting period.
Redeemable Ordinary Shares, to the extent not in treasury, are redeemable at the shareholder's option and would be classified as financial liabilities. As at 30 June 2025, all Redeemable Ordinary Shares are in treasury.
Sponsor Shares are not redeemable and are classified as equity in the statement of financial position.
Sponsor Shares are recognised initially at cost. The best evidence of the cost of an equity instrument at initial recognition is normally the transaction price.
The Company is exempt from all forms of taxation in the Cayman Islands. However, in some jurisdictions, dividend income, interest income and capital gains may be subject to withholding tax imposed in the country of origin. The Company presents withholding tax separately from the dividend income, interest income and investment income in the statement of comprehensive income.
A party is considered to be related to the Company if:
| 30 June 2025 | 31 December 2024 | ||
|---|---|---|---|
| \$ | \$ | ||
| Current account | 88,144 | 132,053 | |
| Total cash | 88,144 | 132,053 |
The amounts available to the Company in the current account are used to fund the operational costs related to working capital and search for a company or business for a Business Combination.
The Audit Committee monitors the effectiveness of the Company's internal control systems, internal audit system and risk management system with respect to financial reporting. Financial risks principally include market risk, liquidity risk and credit risk. There has been no change during the period to the manner in which these risks are managed and measured.
Market risk is the risk that the value of financial assets will fluctuate as a result of changes in market prices whether those changes are caused by factors specific to the individual assets or factors affecting all assets in the market. Market risk includes interest, currency and other market price risk.
As at 30 June 2025 and 31 December 2024, the Company held cash in an interest-bearing account and holds promissory notes with interest expense that is subject to floating interest rates. As such, the Company was primarily exposed to the financial risks associated with the effects of fluctuations in the prevailing levels of interest rates on its financial position and cash flows.
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous.
As at 30 June 2025, the cash available in the current account, amounting to \$88,144 (2024: \$132,053) will be used to settle the operational costs of the Company. Furthermore, while current liabilities do exceed the Company's cash balance, the Company has promissory notes with the Sponsor Entity to provide additional funding to continue operations. Additionally, the Sponsor Entity committed additional working capital of \$725,000 to cover the costs associated with the continuation of the Company during 2025. As of 30 June 2025, \$925,000 has been borrowed under the promissory notes.
The table below summarises the maturity profile of the Company's financial assets and liabilities as at 30 June 2025.
| Less than 3 months |
3 - 12 months |
12 - 18 months |
No stated maturity |
Total | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | |
| Assets | |||||
| Cash | 88,144 | - | - | - | 88,144 |
| 88,144 | - | - | - | 88,144 | |
| Liabilities | |||||
| Promissory notes | - | - | - | 925,000 | 925,000 |
| Accrued interest on promissory notes |
- | - | - | 80,124 | 80,124 |
| Accrued expenses | - | 102,952 | - | - | 102,952 |
| - | 102,952 | - | 1,005,124 | 1,108,076 | |
| Net liquidity position | 88,144 | (102,952) | - | (1,005,124) | (1,019,932) |
The table below summarises the maturity profile of the Company's financial assets and liabilities as at 31 December 2024.
| Less than 3 months |
3 - 12 months |
12 - 18 months |
No stated maturity |
Total | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | |
| Assets | |||||
| Cash | 132,053 | - | - | - | 132,053 |
| 132,053 | - | - | - | 132,053 | |
| Liabilities | |||||
| Promissory note | - | - | - | 775,000 | 775,000 |
| Accrued interest on promissory note |
- | - | - | 46,151 | 46,151 |
| Accrued expenses | - | 137,730 | - | - | 137,730 |
| - | 137,730 | - | 821,151 | 958,881 | |
| Net liquidity position | 132,053 | (137,730) | - | (821,151) | (826,828) |
As at 30 June 2025, the Company has a net liquidity deficit of \$1,019,932 (2024: \$826,828). The main driver of such deficit is the ongoing expenses associated with operating the Company.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.
The assets of the Company comprise of cash held in custodian accounts with Goldman Sachs and ABN AMRO Bank N.V. as at 30 June 2025 (2024: Goldman Sachs). The probability of default of the custodian is deemed low based on the following credit ratings as at 30 June 2025 and 31 December 2024:
| Credit Ratings | Balance as at 30 June 2025 (\$) |
Moody's | Standard & Poor's | Fitch |
|---|---|---|---|---|
| Goldman Sachs | 87,255 | A2 | BBB+ | A |
| ABN AMRO Bank N.V. |
889 | Aa3 | A | A |
| 88,144 |
| Credit Ratings | Balance as at 31 December 2024 (\$) |
Moody's | Standard & Poor's | Fitch |
|---|---|---|---|---|
| Goldman Sachs | 132,053 | A2 | BBB+ | A |
| 132,053 |
As at 30 June 2025 and 31 December 2024, the Company is not exposed to counterparty risks.
The Sponsor Entity has committed to provide working capital sufficient to cover the operations of the Company, as disclosed in note 2.3.
The authorised share capital of the Company at 30 June 2025 is \$28,000 divided into 250,000,000 Redeemable Ordinary Shares of a par value of \$0.0001 each, and 30,000,000 Sponsor Shares of a par value of \$0.0001 each.
The only outstanding shares of the Company are the 6,250,000 Sponsor Shares, held by the Sponsor Entity and certain Directors of the Company as at 30 June 2025.
The Sponsor Shares automatically convert on a one-for-one basis into Redeemable Ordinary Shares upon a business combination.
The Sponsor Shares rank pari passu with each other (and the Redeemable Ordinary Shares, when outstanding), and holders of the Sponsor Shares are entitled to dividends and other distributions declared and paid on them. Each Sponsor Share carries the distribution and liquidation rights as included in the articles of association and the right to attend and to cast one vote at a general meeting of the Company. The Sponsor Shares will not be admitted to listing or trading on any trading platform.
All Redeemable Ordinary Shares are held in Treasury. As these shares are held in Treasury, they do not yield dividends, do not entitle the holder to voting rights, and do not count towards the calculation of dividends or voting percentages.
| Financial instruments held in treasury as at | 30 June 2025 | 31 December 2024 |
|---|---|---|
| Redeemable Ordinary Shares | 25,000,000 | 25,000,000 |
Total operating costs for the period ended 30 June 2025 amounted to \$156,482 (2024: \$316,991), which includes insurance expense of \$62,403 (2024: \$121,049) and audit fees of \$40,000 (2024: \$40,853).
No dividends were paid or declared by the Company during the period ended 30 June 2025 and year ended 31 December 2024.
| 30 June | 30 June | |
|---|---|---|
| 2025 | 2024 | |
| \$ | \$ | |
| Numerator | ||
| Net loss for the period used in basic loss per share |
(189,168) | (332,444) |
| Total net loss earnings for the period used in basic loss per share |
(189,168) | (332,444) |
| Denominator | ||
| Weighted average number of Sponsor Shares used in basic loss per share | 6,250,000 | 6,250,000 |
| Total weighted average number of Sponsor Shares used in basic loss per | ||
| share | 6,250,000 | 6,250,000 |
The Company has reviewed the dilution factors and concluded that there are no instruments that have dilutive potential as at 30 June 2025 (2024: None). As a result, diluted loss per share is deemed to be the same as basic loss per share as at 30 June 2025 and 30 June 2024.
On 21 January 2024 and 1 January 2025, the Company entered into promissory notes with the Sponsor Entity to borrow an amount up to \$1,500,000. Interest accrues on the unpaid and non-compounded principal borrowed amount at the rate of the six-month Term SOFR rate plus 350 basis points per annum. Such rate is determined as of the date of the promissory note and resets every 180 calendar days thereafter. Interest accruing on the principal amount shall be payable monthly, in arrears, on the last day of each calendar month, commencing after the Maturity Date (defined as follows). The entire principal balance owing hereunder, together with all accrued but unpaid interest thereon, shall be payable on the earliest of (i) the date of demand for repayment by the Sponsor Entity; and (ii) the date upon which the Company consummates its initial business combination (the earliest of such dates, the "Maturity Date"). As of 30 June 2025, the Company has borrowed \$925,000 under the promissory notes, for which it incurred interest of \$33,973 (2024: \$18,257) and owes \$80,124 (2024: \$18,257) to the Company.
All legal entities that can be controlled, jointly controlled or significantly influenced by the Company are considered to be a related party. Also, entities which can control, jointly control or significantly influence the Company are considered a related party. In addition, statutory and supervisory directors and close relatives are regarded as related parties.
Subsequent to the redemption of Units and Redeemable Ordinary Shares, the Sponsor Shares carry voting rights of 100% of total shares eligible to vote, of which the directors hold 1.7% (2024: 1.7%).
As noted in note 9, the Sponsor Entity has lent the Company \$150,000 in 2025 (2024: \$775,000) under a promissory note.
There were no other related party transactions for the period ended 30 June 2025 and year ended 31 December 2024 as illustrated below:
| Number of Shares, beginning |
Forfeited/ | Number of Shares, end |
|||
|---|---|---|---|---|---|
| 30 June 2025 (2024: same) |
of period | Issued | Transfers | Dispossessed | of period |
| Sponsor shares | |||||
| Brigade SPAC Sponsor II LLC | 6,145,000 | - | - - |
6,145,000 | |
| Vijay Rajguru (Executive director and chairman) |
25,000 | - | - - |
25,000 | |
| Rosalia Portela (Executive director) |
20,000 | - | - - |
20,000 | |
| Carlos Sagasta (Non-executive director) |
20,000 | - | - - |
20,000 | |
| Stephan Walz (Non-executive director) |
20,000 | - | - - |
20,000 | |
| Brenda Rennick (Non executive director) |
20,000 | - | - - |
20,000 | |
| 6,250,000 | - | - - |
6,250,000 |
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy as at 30 June 2025 and 31 December 2024.
| 30 June 2025 |
Carrying Value | Fair Value | Fair value hierarchy level |
|---|---|---|---|
| Financial assets measured at amortised cost |
|||
| Cash | 88,144 | 88,144 | Level 1 |
| 88,144 | 88,144 | ||
| Financial liabilities measured at amortised cost |
|||
| Promissory notes | 925,000 | 925,000 | Level 2 |
| Accrued interest on promissory notes | 80,124 | 80,124 | Level 2 |
| Accrued expenses | 102,952 | 102,952 | Level 2 |
| 1,108,076 | 1,108,076 |
| 31 December 2024 |
Carrying Value | Fair Value | Fair value hierarchy level |
|---|---|---|---|
| Financial assets measured at amortised cost |
|||
| Cash | 132,053 | 132,053 | Level 1 |
| 132,053 | 132,053 | ||
| Financial liabilities measured at amortised cost |
|||
| Promissory note | 775,000 | 775,000 | Level 2 |
| Accrued interest on promissory note | 46,151 | 46,151 | Level 2 |
| Accrued expenses | 137,730 | 137,730 | Level 2 |
| 958,881 | 958,881 |
As at 30 June 2025 and 31 December 2024, the Company did not hold any financial assets and liabilities measured at fair value.
The Company has evaluated the effect of all subsequent events occurring through 12 August 2025, the date the financial statements were available to be issued.
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