BM3EAC — Interim / Quarterly Report 2024

Sep 27, 2024

BM3EAC Corp. - Interim Financial Statement 2024 FS Final Draft (1) BM3EAC Corp. Unaudited Condensed Interim Financial Report (“Interim Report”) For the six months ended 30 June 2024 BM3EAC Corp. Table of Contents 30 June 2024 Page(s) Interim Directors’ Report 1 – 9 Statement of Directors' Responsibilities 10 Unaudited Condensed Statement of Financial Position 11 Unaudited Condensed Statement of Comprehensive Income 12 Unaudited Condensed Statement of Changes in Shareholders’ Equity 13 Unaudited Condensed Statement of Cash Flows 14 Notes to the Unaudited Condensed Financial Statements 15 - 32 1 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT Introduction BM3EAC Corp., formerly Brigade-M3 European Acquisition Corp. (the “Company”), is a shell company incorporated under the laws of the Cayman Islands as an exempted company with limited liability. 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 2024 to 30 June 2024 (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 2 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Business and Financial Developments 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. 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. Post Redemption Repurposing 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, 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 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 continued to hold the remaining 25,000,000 Ordinary Shares in treasury, available for re-allocating in the future. On 21 January 2024, the Sponsor Entity committed additional working capital of $775,000 to cover the anticipated costs associated with the re-purposing and continuation of the Company. On 21 February 2024, the Company entered into a preliminary term sheet relating to a potential business combination. While the terms are generally indicative and non-binding on the parties, the term sheet includes certain binding terms with the intention that the parties will work towards executing definitive agreements in respect of a potential Business Combination. The potential Business Combination remains subject to certain pre-conditions including the completion of satisfactory due diligence by each party, respective board approvals, completion of definitive agreements and the successful completion of a capital raise process. 3 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Financial summary as at 30 June 2024: •Bank account balance: 199,496 •Shareholders’ deficit: ($475,686) During the period 1 January 2024 to 30 June 2024, the Company earned interest income of $2,804 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 note, and other operating expenses. This has resulted in total comprehensive loss of $332,444 during the Reporting Period. Strategy and Business Outlook Following the redemption and re-purposing of the Company, 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. 4 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Director Information The Company was incorporated on 21 April 2021 as an exempted company with limited liability 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. Interests of the Directors 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. Powers, Responsibilities and Functioning 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 day- to-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. 5 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Corporate Governance 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). Audit Committee 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). Code of Ethics 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). Insider Trading Policy 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). Corporate Governance Guidelines 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). 6 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Corporate Social Responsibility 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. Anti-corruption and Human Rights 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. Risks and Risk Management Risks 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 7 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) Strategic The ability of the Company to negotiate a Business Combination on favorable terms could be affected by the time available to complete the Business Combination, following the re-purposing and continuation of the Company 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 group of individuals and other key personnel 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 Risk Management The Board is ultimately responsible for maintaining effective risk management, which includes the Company’s risk governance structure, the Company’s system of internal controls and the Company’s audit approach. 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. 8 BM3EAC Corp. Interim Directors’ Report 30 June 2024 INTERIM DIRECTORS’ REPORT (CONTINUED) The Board is of the opinion that, to the best of its knowledge: • 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 do not contain any material inaccuracies; • 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 the next 12 months. 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. 2024 Unaudited Condensed Interim Financial Statements (“Interim Financial Statements”) The Directors have reviewed and discussed the June 2024 Interim Financial Statements, as prepared by MaplesFS Limited. The Directors believe the June 2024 Interim Financial Statements of the Company meet all requirements for correctness and transparency. On behalf of the Directors Vijay Rajguru Chairman 26 September 2024 9 BM3EAC Corp. Interim Directors’ Report 30 June 2024 NON-EXECUTIVE INTERIM DIRECTORS’ REPORT 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. REMUNERATION REPORT The Directors do not receive any fixed or variable remuneration. As compensation for their services, the Sponsor 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 10 BM3EAC Corp. Statement of Directors' Responsibilities 30 June 2024 STATEMENT OF DIRECTORS’ RESPONSIBILITIES 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 International Financial Reporting 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: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the Interim Report; and • prepare the Interim 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 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 Interim Financial Statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; • the Interim 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 Interim Directors’ Report and includes a description of the principal risks that the Company faces; and • having taken all matters considered by the Board and brought to the attention of the Board during the Reporting Period into account, the Directors consider that the Interim Report, taken as a whole is fair, balanced and understandable. The Directors believe that the disclosures set out in the Interim Report provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. 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 26 September 2024 11 The notes on pages 15 to 32 form an integral part of these financial statements. BM3EAC Corp. Unaudited Condensed Statement of Financial Position 30 June 2024 30 June 2024 (Unaudited) 31 December 2023 (Audited) Note $ $ Assets Cash 3 199,496 35,590 Prepayments 62,050 180 Total assets 261,546 35,770 Shareholders' equity and liabilities Shareholders' equity Share capital 5 625 625 Retained deficit (476,311) (143,867) Total shareholders' deficit (475,686) (143,242) Liabilities Promissory note 9 650,000 - Accrued interest on promissory note 9 18,257 - Accrued expenses 68,975 179,012 Total liabilities 737,232 179,012 Total shareholders' equity and liabilities 261,546 35,770 12 The notes on pages 15 to 32 form an integral part of these financial statements. BM3EAC Corp. Unaudited Condensed Statement of Comprehensive Income For the period from 1 January 2024 to 30 June 2024 For the period 1 January 2024 to 30 June 2024 For the period 1 January 2023 to 30 June 2023 Note $ $ Income Interest income 2,804 6,313,913 Net change in unrealised losses on financial assets and liabilities at fair value through profit or loss 5.3 - (13,079,000) Realised gains on financial assets and liabilities at fair value through profit or loss 5.3 - 21,100,000 Other income - 216 Total income 2,804 14,335,129 Expenses Operational expenses 6 316,991 482,846 Interest expense on promissory note 9 18,257 - Interest expense calculated using the effective interest method - 8,816,525 Total expenses 335,248 9,299,371 Net (loss)/income for the period (332,444) 5,035,758 Total comprehensive (loss)/gain for period (332,444) 5,035,758 Basic (loss)/earnings per share 8 ($0.05) $0.81 Diluted (loss)/earnings per share 8 ($0.05) $0.81 13 The notes on pages 15 to 32 form an integral part of these financial statements. BM3EAC Corp. Unaudited Condensed Statement of Changes in Shareholders’ Equity For the period from 1 January 2024 to 30 June 2024 Share capital Retained deficit 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) Share capital Retained (deficit)/earnings Total $ $ $ Opening balance – 1 January 2023 625 (4,755,417) (4,754,792) Comprehensive income for the period - 5,035,758 5,035,758 Total comprehensive income for the period - 5,035,758 5,035,758 Closing balance – 30 June 2023 625 280,340 280,965 14 The notes on pages 15 to 32 form an integral part of these financial statements. BM3EAC Corp. Unaudited Condensed Statement of Cash Flows For the period from 1 January 2024 to 30 June 2024 For the period from 1 January 2024 to 30 June 2024 $ For the period from 1 January 2023 to 30 June 2023 $ Cash flows from operating activities: Net (loss)/income for the period (332,444) 5,035,758 Adjustments to reconcile net (loss)/income for the period to net cash (used in)/generated from operating activities: Adjustment for: Net change in unrealised losses on financial assets and liabilities at fair value through profit or loss - 13,079,000 Realised gains on financial assets and liabilities at fair value through profit or loss - (21,100,000) Interest expense calculated using the effective interest method - 8,816,525 Changes in: Prepayments (61,870) 301,694 Accrued expenses (110,037) (72,475) Accrued interest on promissory note 18,257 - Net cash (used in)/generated from operating activities (486,094) 6,060,502 Cash flows from investing activities: Deposit of interest income on Escrow Account - (6,309,711) Withdrawal from Escrow Account towards redemption of Units and Redeemable Ordinary Shares - 264,380,492 Net cash generated from investing activities - 258,070,781 Cash flows from financing activities: Deposit from borrowing under promissory note 650,000 - Redemption of Units and Redeemable Ordinary Shares - (264,380,492) Net cash generated from/(used in) financing activities 650,000 (264,380,492) Net change in cash 163,906 (249,209) Cash at beginning of the period 35,590 369,832 Cash at end of the period 199,496 120,623 15 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 1. General information BM3EAC Corp., formerly Brigade-M3 European Acquisition Corp., (the “Company”) is an exempted company with limited liability, 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. 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. 16 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 1. General information (continued) 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. On 21 February 2024, the Company entered into a preliminary term sheet relating to a potential business combination. While the terms are generally indicative and non-binding on the parties, it does include certain binding terms with the intention that the parties will work towards executing definitive agreements in respect of the Potential Business Combination. The Potential Business Combination remains subject to certain pre-conditions including the completion of satisfactory due diligence by each party, respective board approvals, completion of definitive agreements and the successful completion of a convertible debt capital raise process. The Company has no employees as at 30 June 2024 and 31 December 2023. 2.Summary of material accounting policies 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. 2.1Basis of preparation The financial statements of the Company for the six months ended 30 June 2024 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 2023 (‘last annual financial statements’). They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS 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. 17 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.2Use of estimates and judgements In preparing these financial statements, management has made judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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. Judgements 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: • Note 2.3 – Going concern • Note 2.5 – Determination of functional currency 2.3Going concern The financial statements have been prepared on a going concern basis. Prior to the completion of any Business Combination, the Company will not engage in any operations, other than in connection with the selection, structuring and completion of a Business Combination. Following the Redemption, 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 do exceed the Company’s cash balance, the Company has entered into a Promissory Note with the Sponsor Entity to provide additional funding required to continue operations. Accordingly, management 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. 18 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.4New accounting developments There are no new accounting developments which are expected to have a significant impact on the Company's financial condition or results of operations. 2.5Functional and presentation currency (i)Functional currency 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. (ii)Transactions and balances Transactions in foreign currencies are translated into USD at the exchange rate at the dates of the transactions. Foreign currency assets and liabilities are translated into USD using the exchange rate prevailing at the reporting date. Foreign exchange gains and losses arising from translation, if any, are included in the statement of comprehensive income. 2.6Financial instruments (i)Recognition and initial measurement The Company initially recognises financial assets and financial liabilities on the date it becomes a party to the contractual provisions of the instrument. 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. 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. 19 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.6Financial instruments (continued) (ii)Classification and subsequent measurement Financial assets 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: - It is held within a business model whose objective is to hold assets to collect contractual cash flows; and - Its contractual terms give rise on the specified dates to cash flows that are solely payments of principal and interest. 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 include cash and prepayments. 20 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.6Financial instruments (continued) (ii)Classification and subsequent measurement (continued) Financial liabilities 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 include promissory note, accrued interest on promissory note and accrued expenses. (iii)Amortised cost 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. (iv) Fair value measurement ‘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. 21 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.6Financial instruments (continued) (iv) Fair value measurement (continued) 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. (v) Impairment The Company recognises loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortised cost. The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: • financial assets that are determined to have low credit risk at the reporting date; and • other financial assets for which credit risk has not increased significantly since initial recognition. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when: • the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realizing security (if any is held); or • the financial asset is more than 90 days past due. 22 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.6Financial instruments (continued) (v) Impairment (continued) Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: • significant financial difficulty of the borrower or issuer; • a breach of contract such as a default or being more than 90 days past due; or • it is probable that the borrower will enter bankruptcy or other financial reorganisation. Presentation of allowance for ECLs in the statement of financial position Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. (vi)Derecognition 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. 23 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.6Financial instruments (continued) (vi)Derecognition (continued) 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. 2.7Cash Cash represents cash deposits held at financial institutions. Cash is held at major financial institutions. 2.8Prepayments 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. 2.9Taxation 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. 24 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 2.Summary of material accounting policies (continued) 2.10Related parties A party is considered to be related to the Company if: (i) the party is a person or a close member of that person’s family and that person • has control or joint control over the Company; • has significant influence over the Company; or • is a member of the key management personnel of the Company or of a parent of the Company; or (ii) the party is an entity where any of the following conditions applies: • the entity and the Company are members of the same group; • one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); • the entity and the Company are joint ventures of the same third party; • one entity is a joint venture of a third entity and the other entity is an associate of the third entity; • the entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to the Company; • the entity is controlled or jointly controlled by a person identified in (i); and • a person identified in (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). 3.Cash 30 June 2024 $ 31 December 2023 $ Current account 199,496 35,590 Total cash 199,496 35,590 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. 4.Financial risk management 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. 25 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 4.Financial risk management (continued) 4.1 Market risk management 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. Interest risk As at 30 June 2024, the Company held cash in an interest-bearing account. 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. 4.2 Liquidity risk management 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 2024, the cash available in the current account, amounting to $199,496 (2023: $35,590) 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 entered into a Promissory Note with the Sponsor Entity to provide additional funding for up to $775,000 required to continue operations. As of 30 June 2024, $650,000 has been borrowed under the Promissory Note. The table below summarises the maturity profile of the Company’s financial assets and liabilities as at 30 June 2024. Less than 3 months $ 3 - 12 months $ 12 - 18 months $ Total $ Assets Cash 199,496 - - 199,496 199,496 - - 199,496 Liabilities Promissory note 650,000 - - 650,000 Accrued interest on promissory note 18,257 - - 18,257 Accrued expenses - 68,975 - 68,975 668,257 68,975 - 737,232 Net liquidity position (468,761) (68,975) - (537,736) 26 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 4.Financial risk management (continued) 4. 2 Liquidity risk management (continued) The table below summarises the maturity profile of the Company’s financial assets and liabilities as at 31 December 2023. Less than 3 months $ 3 - 12 months $ 12 - 18 months $ Total $ Assets Cash 35,590 - - 35,590 35,590 - - 35,590 Liabilities Accrued expenses - 179,012 - 179,012 - 179,012 - 179,012 Net liquidity position 35,590 (179,012) - (143,422) As at 30 June 2024, the Company has a net liquidity deficit of $537,736 (2023: net liquidity deficit of $143,422). The main driver of such deficit is the ongoing expenses associated with operating the Company. 4. 3 Credit risk management Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The assets of the Company comprise of cash held in a custodian account with Goldman Sachs as at 30 June 2024. The probability of default of the custodian is deemed low based on the following credit ratings as at 30 June 2024 and 31 December 2023: Credit Ratings Balance as at 30 June 2024 ($) Moody's Standard & Poor's Fitch Goldman Sachs 199,496 A2 BBB+ A 199,496 Credit Ratings Balance as at 31 December 2023 ($) Moody's Standard & Poor's Fitch Goldman Sachs 35,590 A2 BBB+ A 35,590 27 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 4.Financial risk management (continued) 4. 3 Credit risk management (continued) Counterparty risk As at 30 June 2024 and 31 December 2023, the Company is not exposed to counterparty risks. 4.4 Capital risk management The Sponsor Entity committed to provide working capital sufficient to cover the operations of the Company, as disclosed in note 2.3. 5.Capital instruments 5.1 Authorised share capital The authorised share capital of the Company at 30 June 2024 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 authorised share capital was reduced on 9 August 2023 from US$53,000 to US$28,000 to reflect the cancellation of the authorised but unissued Units of the Company. Accordingly, at 31 December 2023 the authorized share capital of the Company was $28,000 divided into 250,000,000 Redeemable Ordinary Shares of a par value of $0.0001 each, 30,000,000 Sponsor Shares of a par value of $0.0001 each. 5.2 Sponsor shares Following the redemption of the Units and Redeemable Ordinary Shares on 21 June 2023 (and the expiration of the public warrants and the sponsor warrants), the only outstanding securities 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 2024. The Sponsor Shares shall automatically convert on a one-for-one basis into Redeemable Ordinary Shares upon a business combination. The Sponsor Shares will rank pari passu with each other (and the Redeemable Ordinary Shares, when outstanding), and holders of the Sponsor Shares will be 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. 28 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 5.Capital instruments (continued) 5.3 Public warrants and sponsor warrants The public warrants and 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. As a result of the expiry of the Warrants, the statement of comprehensive income includes net change in unrealised (losses)/gains on financial assets and liabilities at fair value through profit or loss of nil (2023: $13,079,000 (loss)) and realised gains on financial assets and liabilities at fair value through profit or loss of nil (2023: $21,100,000). 5.4 Units i. Units and Redeemable Ordinary Shares On 21 June 2023, the outstanding Units and Redeemable Ordinary Shares were redeemed and transferred to the Company’s treasury, resulting in a total of 25,000,000 Units and 25,000,000 Redeemable Ordinary Shares being held in treasury. On 9 August 2023, the Units were redesignated to Redeemable Ordinary Shares. On 12 September 2023, the Board resolved to cancel 25,000,000 Redeemable Ordinary Shares. Following the cancellation, the Company continued to hold the remaining 25,000,000 Redeemable Ordinary Shares in treasury, available for re-allocating in the future. ii. Treasury 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 2024 31 December 2023 Redeemable Ordinary Shares 25,000,000 25,000,000 6.Operating costs Total operating costs for the period ended 30 June 2024 amounted to $316,991 (2023: $482,846), which includes insurance expense of $121,049 (2023: $302,493) and audit fees of $40,853 (2023: $51,500). 7.Dividends No dividends were paid or declared by the Company during the period ended 30 June 2024 and year ended 31 December 2023. 29 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 8.Net (loss)/earnings per share 8.1.Basic net (loss)/earnings per share 30 June 2024 $ 30 June 2023 $ Numerator Net (loss)/earnings for the period used in basic (loss)/earnings per share (332,444) 5,035,758 Total net (loss)/earnings for the period used in basic (loss)/earnings per share (332,444) 5,035,758 Denominator Weighted average number of Sponsor Shares used in basic (loss)/ earnings per share 6,250,000 625 Total weighted average number of Sponsor Shares used in basic (loss)/ earnings per share 6,250,000 6,250,000 8.2.Diluted net earnings per share The Company has reviewed the dilution factors and concluded that there are no instruments that have dilutive potential as at 30 June 2024 (2023: None). As a result, diluted (loss)/earnings per share is deemed to be the same as basic (loss)/earnings per share as at 30 June 2024 and 30 June 2023. 9. Promissory Note On 21 January 2024, the Company entered into a promissory note with the Sponsor Entity to borrow an amount up to $775,000. 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 2024, the Company has borrowed $650,000 under the promissory note, for which it incurred and owes interest of $18,257 to the Company. 10.Related party transactions 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. 30 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 10.Related party transactions (continued) 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% (2023: 1.7%). There were no other related party transactions for the period ended 30 June 2024 and year ended 31 December 2023 as illustrated below: 30 June 2024 (2023: same) Number of Shares, beginning of period Issued Transfers Forfeited/ Dispossessed Number of Shares, end 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 31 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 11.Income tax The Company is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there is no income, estate, corporation, capital gains or other taxes payable by the Company. As a result, no provision for Cayman Islands’ taxes has been made in the financial statements. Overseas withholding taxes may be charged on certain investment income and capital gains of the Company. No withholding taxes have been incurred or paid during the period ended 30 June 2024 (2023: None). The Company has concluded that there was no impact on the results of its operations relating to taxation for the period ended 30 June 2024 (2023: None). 12.Accounting classification and fair value 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 2024 and 31 December 2023. 30 June 2024 Carrying Value Fair Value Fair value hierarchy level Financial assets measured at amortised cost Cash 199,496 199,496 Level 1 199,496 199,496 Financial liabilities measured at amortised cost Promissory note 650,000 650,000 Level 2 Accrued interest on promissory note 18,257 18,257 Level 2 Accrued expenses 68,975 68,975 Level 2 737,232 737,232 32 BM3EAC Corp. Notes to the Unaudited Condensed Financial Statements 30 June 2024 12.Accounting classification and fair value (continued) 31 December 2023 Carrying Value Fair Value Fair value hierarchy level Financial assets measured at amortised cost Cash 35,590 35,590 Level 1 35,590 35,590 Financial liabilities measured at amortised cost Accrued expenses 179,012 179,012 Level 2 179,012 179,012 As at 30 June 2024 and 31 December 2023, the Company did not hold any financial assets and liabilities measured at fair value. 13.Subsequent events The Company has evaluated the effect of all subsequent events occurring through 26 September 2024, the date the financial statements were available to be issued.