Learnd SE

Annual / Quarterly Financial Statement • May 3, 2023

learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne Annual Accounts For the financial year ended December 31, 2022 and the report of the Réviseur d'Entreprise Agréé Registered office: 5, Heienhaff L - 1736 Senningberg RCS Luxembourg: B255487 Page Notes to the annual accounts 17 - 27 Profit and loss account 15 - 16 Balance sheet 10 - 14 Report of the réviseur d’entreprises agréé 6 - 9 Corporate governance statement/Compliance report 5 Management report 1-4 Table of contents learnd SE (former GFJ ESG Acquisition I SE) Société européenne Management report for the financial year ended 31 December 2022 1 The Management Board of learnd SE (former GFJ ESG Acquisition I SE) (hereafter the “Company”) submit their management report with the annual accounts of the Company for the year ended 31 December 2022. 1. Overview The Company is a special purpose acquisition company incorporated in Luxembourg on 2 June 2021 and registered with the Luxembourg Trade and Companies Register on 8 June 2021. The Company has been established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The purpose of the Company was to complete the Business Combination using cash from the proceeds of the Private Placement of Class A shares and warrants (see below). The annual financial statements have been prepared in accordance with generally accepted accounting principles in Luxembourg. The Company did not make any distributions during the year. The Company did not conduct any research and development during the year. The Company had no branches at the end of the financial year and it did not acquire any of its own shares. The Company is governed by a Management Board and a Supervisory Board. This two-tier governance structure was resolved by an extraordinary shareholders’ meeting of the Company held on 18 June 2021. The powers of the Management Board and Supervisory Board are determined by the Luxembourg Company Law, the Articles of Association of the Company and the internal rules of procedure of both the Management Board and Supervisory Board. The Company is undertaking continuous control and monitoring measures of the ongoing legal and regulatory landscape. Moreover, the Management Board and the Supervisory Board is supported by leading service providers on the respective legal, accounting and tax domains. 2. Review and development of the Company’s financial position On 19 October 2021, the Company issued 15,000,000 class A redeemable shares in dematerialized form on the Frankfurt Stock Exchange through an initial offering (the “Private Placement”) and were admitted to trading on the regulated market (Regulierter Markt), the main characteristics of which are described in the prospectus, approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) in Luxembourg for the purpose of the listing of the shares and the warrants. The placement occurred in the form of units, each consisting of one class A share from the 15,000,000 class A shares issued with a par value of EUR 0.0384, and ½ a class A warrant from the total of 7,500,000 warrants issued by the Company. The Company also issued class B shares. As at incorporation, the share capital of the Company was EUR 120,000 represented by 12,000,000 redeemable class B shares without nominal value. On 13 October 2021, the sole shareholder resolved to convert the existing twelve million (12,000,000) class B shares into three million one hundred twenty-five thousand (3,125,000) class B shares divided into one million forty-one thousand six hundred sixty-seven (1,041,667) class B1 shares, (ii) one million forty-one thousand six hundred sixty-seven (1,041,667) class B2 shares and (iii) one million forty-one thousand six hundred sixty-six (1,041,666) class B3 shares. On 18 October 2021, the Management Board of the Company has decided, to increase the Company’s share capital by an amount of twenty-four thousand euro (EUR 24,000) to an amount of seven hundred twenty thousand euro (EUR 720,000) through the issuance of two hundred eight thousand three hundred thirty-three (208,333) class B1 learnd SE (former GFJ ESG Acquisition I SE) Société européenne Management report for the financial year ended 31 December 2022 2 Shares, two hundred eight thousand three hundred thirty three (208,333) Class B2 Shares and two hundred eight thousand three hundred thirty-four (208,334) class B3 Shares for an aggregate price of one hundred thousand euro (EUR 100,000). As at 30 June 2022, 3,750,000 (31 December 2021: 3,750,000) class B shares were issued and fully paid. Since 19 October 2021, the Company has been listed on the regulated market of the Frankfurt Stock Exchange in Germany (Börse Frankfurt Zertifikate AG). In October 2021, the Supervisory Board approved the issuance of 7,145,833 Class B warrants. All Class B warrants were issued for a subscription price of EUR 1.50 per warrant. The Sponsor of the Company holds cash in an escrow account on behalf of the Company in the amount of EUR 154,218,750 consisting of the gross proceeds from the private placement and additional sponsor subscription. The Company did not generate revenue during the year ended 31 December 2022 and is not expected to generate any operating revenues until after the completion of the Business Combination. The Company’s activities for the year ended 31 December 2022 were those necessary to prepare for the Private Placement and the subsequent listing on the regulated market on the Frankfurt Stock Exchange, and, after the listing, identifying a target company for a business combination and the completing the acquisition described below. The Company incurred expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance). The net loss of the Company for the year ended 31 December 2022 is EUR 5,848,910 (2021: EUR 5,856,918) due to the operating expenses and finance costs. On 29 September 2022, the Company has entered into a non-binding letter of intent with learnd Limited ("learnd"), a company with a focus on ESG-related technology sector that supports the decarbonisation path, concerning a business combination between the Company and learnd. The letter of intent includes an agreement to seek a PIPE investment (private investment in public equity) in an amount of up to EUR 100 million that the Company and learnd intended to consummate in parallel to the envisaged Business Combination. The Business Combination was intended to involve the existing shareholders of learnd transferring 100% of the outstanding equity and equity equivalents of learnd to the Company in exchange for (i) new shares in the Company and (ii) a consideration in cash. The combined entity was intended to be listed on the Frankfurt Stock Exchange and will have a shareholder base comprised of (i) learnd's existing shareholders, (ii) the Company's shareholders, and (iii) investors in the PIPE. On 27 October 2022, the Company, learnd and all of learnd’s shareholders entered into a business combination agreement and an amendment agreement dated 9 December 2022 to such business combination agreement (together, the “Business Combination Agreement”) relating to the Business Combination between the Company and learnd, pursuant to which the Company acquired or assumed all of the outstanding equity and equity equivalents of learnd, in exchange for New Public Shares in the Company. In connection with the Business Combination, 14,983,016 Public Shares (approximately 99.89% of the then outstanding Public Shares) were redeemed by the holders of Public Shares. The Business Combination was consummated on 18 January 2023. 3. Principal risk and uncertainties The Company has analyzed the risks and uncertainties to which its business is subject, and the Management Board of the Company has considered their potential impact, their likelihood, controls that the Company has in place and steps the Company has taken to mitigate such risks. learnd SE (former GFJ ESG Acquisition I SE) Société européenne Management report for the financial year ended 31 December 2022 3 Likewise, the Group has been monitoring the development of the COVID-19 outbreak. At present, the Group does not expect COVID-19 to have any substantial impact on the Group’s activity. In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and Lugansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against the Ukraine on 24 February 2022. Due to the growing geopolitical tensions, since February 2022, there has been a significant increase in volatility on the securities and currency markets, as well as a significant depreciation of the ruble against the US dollar and the euro. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy. The Company regards these events as non−adjusng events aer the reporng period. Although neither the Company’s performance and going concern nor operations, at the date of this report, have been significantly impacted by the above, the Management Board continues to monitor the evolving situation and its impact on the financial position and results of the Company. 4. Financial risk management objectives and policies As at 31 December 2022, the Company had EUR 63,029 in cash and cash equivalents. The proceeds from the Private Placement, including the additional sponsor subscription to cover additional costs, is presented as cash in escrow in the audited consolidated financial statements, for an amount of EUR 154,218,750. The Company has conducted no operations and has currently generated no revenue. The Company does not have any foreign currency transactions. Hence currently the Company does not face foreign currency risks nor any interest rate risks as the financial instruments of the Company bear a fixed interest rate. As at 31 December 2022, the Management Board believes that the funds available to the Company outside of the secured deposit account are sufficient to pay costs and expenses which have been or will be incurred until the completion of the Business Combination. Having raised funds through the placement, the Company maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Company is currently exposed to credit risk from its financing activities, including deposits with banks and financial institutions. 5. Related party transactions On May 2022, the Company borrowed an additional amount of EUR 350,000 from its shareholder’s loan facility of up to EUR 450,000. In July 2022, the Company entered into a shareholder loan agreement up to an amount of EUR 550,000 with effect on 30 June 2022. On 31 December 2022, the outstanding loan and interest were EUR 1,555,000 and EUR 18,175 (2021: EUR nil (disclosed in Note 12 of the annual financial statements). Di 4 4 4 4 Di Mazars Luxembourg 5, rue Guillaume J. Kroll L-1882 Luxembourg Luxembourg Tel: +352 27 114 1 Fax: +352 27 114 20 www.mazars.lu Mazars Luxembourg – Cabinet de révision agréé Société Anonyme – RCS Luxembourg B 159962 – TVA intracommunautaire : LU24665334 To the Shareholders of learnd SE (former GFJ ESG Acquisition SE) R.C.S. Luxembourg B255487 5, Heienhaff L-1736 Senningerberg REPORT OF THE REVISEUR D’ENTREPRISES AGREE Report on the Audit of the Financial Statements Opinion We have audited the financial statements of learnd SE (the “Company”), which comprise the balance sheet as of 31 December 2022, the profit and loss for the year then ended, and the notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects the financial position of the Company as of 31 December 2022, and the result of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements. Basis for Opinion We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Financial Statements » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of the audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on the result of our audit procedures no Key Audit Matter was identified for the audit of the financial statements as of 31 December 2022. DocuSign Envelope ID: 4211AD88-F7D2-429C-8C87-F53B5FDE6485 Other information The Management Board is responsible for the other information. The other information comprises the information stated in the Management Report and the Corporate Governance Statement but does not include the financial statements and our report of the “réviseur d’entreprises agréé” thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. Responsibilities of the Management Board and Those Charged with Governance of the Company for the Financial Statements The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial statements, and for such internal control as the Management Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Management Board is also responsible for presenting the financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended (“ESEF Regulation”). In preparing the financial statements, the Management Board is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Responsibilities of the “Réviseur d’Entreprises Agréé” for the Audit of the Financial Statements The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “Réviseur d’Entreprises Agréé” that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. DocuSign Envelope ID: 4211AD88-F7D2-429C-8C87-F53B5FDE6485 As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board. • Conclude on the appropriateness of Management Board’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “Réviseur d’Entreprises Agréé” to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “Réviseur d’Entreprises Agréé”. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Assess whether the financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. DocuSign Envelope ID: 4211AD88-F7D2-429C-8C87-F53B5FDE6485 Report on Other Legal and Regulatory Requirements We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of Shareholders on 30 June 2022 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 2 years. The Management Report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the Management report. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended, is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. We have checked the compliance of the financial statements of the Company as of 31 December 2022 with relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the Company, it relates to financial statements prepared in valid xHTML format. In our opinion, the financial statements of the Company as of 31 December 2022, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit. Luxembourg, 28 April 2023 For Mazars Luxembourg, Cabinet de révision agréé 5, rue Guillaume J. Kroll L-1882 Luxembourg Fabien DELANTE Réviseur d’entreprises agréé DocuSign Envelope ID: 4211AD88-F7D2-429C-8C87-F53B5FDE6485 USHYBKP20230428T18085101_002 Page 1/5 The notes in the annex form an integral part of the annual accounts RCSL Nr. : B255487 Matricule : 2021 8400 141 eCDF entry date : BALANCE SHEET Financial year from 01 01/01/2022 to 02 31/12/2022 (in 03 EUR ) learnd SE 5, Heienhaff L-1736 Senningerberg ASSETS Reference(s) Current year Previous year A. Subscribed capital unpaid 1101 101 102 I. Subscribed capital not called 1103 103 104 II. Subscribed capital called but unpaid 1105 105 106 B. Formation expenses 1107 107 108 C. Fixed assets 1109 109 31.300,00 110 31.300,00 I. Intangible assets 1111 111 112 1. Costs of development 1113 113 114 2. Concessions, patents, licences, trademarks and similar rights and assets, if they were 1115 115 116 a) acquired for valuable consideration and need not be shown under C.I.3 1117 117 118 b) created by the undertaking itself 1119 119 120 3. Goodwill, to the extent that it was acquired for valuable consideration 1121 121 122 4. Payments on account and intangible assets under development 1123 123 124 II. Tangible assets 1125 125 126 1. Land and buildings 1127 127 128 2. Plant and machinery 1129 129 130 Annual Accounts Helpdesk : Tel. : (+352) 247 88 494 Email : centralebilans@statec.etat.lu USHYBKP20230428T18085101_002 Matricule : 2021 8400 141 Page 2/5 RCSL Nr. : B255487 The notes in the annex form an integral part of the annual accounts 3. Other fixtures and fittings, tools Reference(s) Current year Previous year and equipment 1131 131 132 4. Payments on account and tangible assets in the course of construction 1133 133 134 III. Financial assets 1135 3 135 31.300,00 136 31.300,00 1. Shares in affiliated undertakings 1137 137 31.300,00 138 31.300,00 2. Loans to affiliated undertakings 1139 139 140 3. Participating interests 1141 141 142 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests 1143 143 144 5. Investments held as fixed assets 1145 145 146 6. Other loans 1147 147 148 D. Current assets 1151 151 154.391.622,00 152 155.650.199,00 I. Stocks 1153 153 154 1. Raw materials and consumables 1155 155 156 2. Work in progress 1157 157 158 3. Finished goods and goods for resale 1159 159 160 4. Payments on account 1161 161 162 II. Debtors 1163 4 163 154.328.593,00 164 154.221.550,00 1. Trade debtors 1165 165 166 a) becoming due and payable within one year 1167 167 168 b) becoming due and payable after more than one year 1169 169 170 2. Amounts owed by affiliated undertakings 1171 171 154.299.101,00 172 154.221.550,00 a) becoming due and payable within one year 1173 173 154.299.101,00 174 154.221.550,00 b) becoming due and payable after more than one year 1175 175 176 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests 1177 177 178 a) becoming due and payable within one year 1179 179 180 b) becoming due and payable after more than one year 1181 181 182 4. Other debtors 1183 183 29.492,00 184 a) becoming due and payable within one year 1185 185 29.492,00 186 b) becoming due and payable after more than one year 1187 187 188 USHYBKP20230428T18085101_002 Matricule : 2021 8400 141 Page 3/5 RCSL Nr. : B255487 The notes in the annex form an integral part of the annual accounts Reference(s) Current year Previous year III. Investments 1189 189 190 1. Shares in affiliated undertakings 1191 191 192 2. Own shares 1209 209 210 3. Other investments 1195 195 196 IV. Cash at bank and in hand 1197 5 197 63.029,00 198 1.428.649,00 E. Prepayments 1199 6 199 188.992,00 200 524.062,00 TOTAL (ASSETS) 201 154.611.914,00 202 156.205.561,00 USHYBKP20230428T18085101_002 Matricule : 2021 8400 141 Page 4/5 RCSL Nr. : B255487 The notes in the annex form an integral part of the annual accounts CAPITAL, RESERVES AND LIABILITIES Reference(s) Current year Previous year A. Capital and reserves 1301 7 301 149.612.921,00 302 155.461.831,00 I. Subscribed capital 1303 303 720.000,00 304 720.000,00 II. Share premium account 1305 305 149.805.000,00 306 149.805.000,00 III. Revaluation reserve 1307 307 308 IV. Reserves 1309 309 10.793.749,00 310 10.793.749,00 1. Legal reserve 1311 311 312 2. Reserve for own shares 1313 313 314 3. Reserves provided for by the articles of association 1315 315 316 4. Other reserves, including the fair value reserve 1429 429 10.793.749,00 430 10.793.749,00 a) other available reserves 1431 431 432 b) other non available reserves 1433 433 10.793.749,00 434 10.793.749,00 V. Profit or loss brought forward 1319 319 -5.856.918,00 320 VI. Profit or loss for the financial year 1321 321 -5.848.910,00 322 -5.856.918,00 VII. Interim dividends 1323 323 324 VIII. Capital investment subsidies 1325 325 326 B. Provisions 1331 8 331 740.018,00 332 542.667,00 1. Provisions for pensions and similar obligations 1333 333 334 2. Provisions for taxation 1335 335 336 3. Other provisions 1337 337 740.018,00 338 542.667,00 C. Creditors 1435 9 435 4.258.975,00 436 201.063,00 1. Debenture loans 1437 437 438 a) Convertible loans 1439 439 440 i) becoming due and payable within one year 1441 441 442 ii) becoming due and payable after more than one year 1443 443 444 b) Non convertible loans 1445 445 446 i) becoming due and payable within one year 1447 447 448 ii) becoming due and payable after more than one year 1449 449 450 2. Amounts owed to credit institutions 1355 355 356 a) becoming due and payable within one year 1357 357 358 b) becoming due and payable after more than one year 1359 359 360 USHYBKP20230428T18085101_002 Matricule : 2021 8400 141 Page 5/5 RCSL Nr. : B255487 The notes in the annex form an integral part of the annual accounts 3. Payments received on account of orders in so far as they are not shown separately as Reference(s) Current year Previous year deductions from stocks 1361 361 362 a) becoming due and payable within one year 1363 363 364 b) becoming due and payable after more than one year 1365 365 366 4. Trade creditors 1367 367 2.574.600,00 368 156.922,00 a) becoming due and payable within one year 1369 369 2.574.600,00 370 156.922,00 b) becoming due and payable after more than one year 1371 371 372 5. Bills of exchange payable 1373 373 374 a) becoming due and payable within one year 1375 375 376 b) becoming due and payable after more than one year 1377 377 378 6. Amounts owed to affiliated undertakings 1379 379 1.670.375,00 380 44.141,00 a) becoming due and payable within one year 1381 381 115.375,00 382 44.141,00 b) becoming due and payable after more than one year 1383 383 1.555.000,00 384 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests a) becoming due and payable 1385 385 386 within one year 1387 387 388 b) becoming due and payable after more than one year 1389 389 390 8. Other creditors 1451 451 14.000,00 452 a) Tax authorities 1393 393 14.000,00 394 b) Social security authorities 1395 395 396 c) Other creditors 1397 397 398 i) becoming due and payable within one year 1399 399 400 ii) becoming due and payable after more than one year D. Deferred income TOTAL (CAPITAL, RESERVES AND LIABILITIES) 405 154.611.914,00 406 156.205.561,00 1401 401 402 1403 403 404 USHYBKP20230428T18085101_003 Page 1/2 The notes in the annex form an integral part of the annual accounts RCSL Nr. : B255487 Matricule : 2021 8400 141 eCDF entry date : PROFIT AND LOSS ACCOUNT Financial year from 01 01/01/2022 to 02 31/12/2022 (in 03 EUR ) learnd SE 5, Heienhaff L-1736 Senningerberg Reference(s) Current year Previous year 1. Net turnover 1701 701 702 2. Variation in stocks of finished goods and in work in progress 1703 703 704 3. Work performed by the undertaking for its own purposes and capitalised 1705 705 706 4. Other operating income 1713 713 714 5. Raw materials and consumables and other external expenses 1671 671 -5.589.385,00 672 -5.711.939,00 a) Raw materials and consumables 1601 601 602 b) Other external expenses 1603 10 603 -5.589.385,00 604 -5.711.939,00 6. Staff costs 1605 605 606 a) Wages and salaries 1607 607 608 b) Social security costs 1609 609 610 i) relating to pensions 1653 653 654 ii) other social security costs 1655 655 656 c) Other staff costs 1613 613 614 7. Value adjustments 1657 657 658 a) in respect of formation expenses and of tangible and intangible fixed assets 1659 659 660 b) in respect of current assets 1661 661 662 8. Other operating expenses 1621 11 621 -241.350,00 622 -140.887,00 Annual Accounts Helpdesk : Tel. : (+352) 247 88 494 Email : centralebilans@statec.etat.lu USHYBKP20230428T18085101_003 Page 2/2 The notes in the annex form an integral part of the annual accounts RCSL Nr. : B255487 Matricule : 2021 8400 141 Reference(s) Current year Previous year 9. Income from participating interests 1715 715 716 a) derived from affiliated undertakings 1717 717 718 b) other income from participating interests 1719 719 720 10. Income from other investments and loans forming part of the fixed assets 1721 721 722 a) derived from affiliated undertakings 1723 723 724 b) other income not included under a) 1725 725 726 11. Other interest receivable and similar income 1727 727 728 18.486,00 a) derived from affiliated undertakings 1729 12 729 730 18.486,00 b) other interest and similar income 1731 731 732 12. Share of profit or loss of undertakings accounted for under the equity method 1663 663 664 13. Value adjustments in respect of financial assets and of investments held as current assets 1665 665 666 14. Interest payable and similar expenses 1627 627 -18.175,00 628 -22.578,00 a) concerning affiliated undertakings 1629 13 629 -18.175,00 630 -18.486,00 b) other interest and similar expenses 1631 13 631 632 -4.092,00 15. Tax on profit or loss 1635 635 636 16. Profit or loss after taxation 1667 667 -5.848.910,00 668 -5.856.918,00 17. Other taxes not shown under items 1 to 16 1637 637 638 18. Profit or loss for the financial year 1669 669 -5.848.910,00 670 -5.856.918,00 learnd SE (former GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS for the financial year ended December 31, 2022 (Expressed in EUR) Note 1. General GFJ ESG Acquisition I SE (the “Company”) was incorporated on June 2, 2021 in Luxembourg as a European company (Société Européenne or “SE”) based on the laws of the Grand Duchy of Luxembourg (“Luxembourg”) for an unlimited period of time. The Company is registered with the Luxembourg Trade and Companies Register under number B255487. On 18 January 2023, the Company changed it’s name to learnd SE following the completion of the business combination referred to below. On 23 August 2022, the Company changed its registered office address from 55, Avenue Pasteur, L-2311 Luxembourg to 5, Heienhaff, L-1736 Senningerberg, Luxembourg. The Company is managed by its Management Board composed of Edith Baggott, Oliver Kaltner, and Gisbert Rühl (the “Management Board”). The founder of the Company, GFJ Holding GmbH & Co. KG, (the “Sponsor”), is a German limited partnership. The Company has been established for the purpose of acquiring one operating business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland in the form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). In 2021, 15,000,000 class A redeemable shares were issued by the Company in dematerialized form on the Frankfurt Stock Exchange (initially under symbol “GFJ1” and currently “LRND”) through an initial offering (the “Private Placement”) and were admitted to trading on the regulated market (Regulierter Markt), the main characteristics of which are described in the prospectus, approved by the Commission de Surveillance du Secteur Financier (the “CSSF”) in Luxembourg for the purpose of the listing of the shares and the warrants. The placement occurred in the form of units, each consisting of one class A share with a par value of EUR 0.0384 and ½ class A warrant in a total 7,500,000 units. Since October 19, 2021 the Company has been listed on the regulated market of the Frankfurt stock exchange in Germany. Unlike other forms of companies, a Société Européenne only exists from the date of publication of its statutes with the RCS. Accordingly, the comparative figures relate to the period from June 8, 2021 to December 31, 2021. Any act performed and any transaction carried out by the Company between the date of incorporation and the date of registration is considered to emanate from the Company and is therefore included in the annual accounts. The Company’s financial year runs from 1 January to 31 December. The Company also prepares consolidated financial statements which are prepared under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are are presented and marked up in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”) and published on the Company’s website. 17 learnd SE (former GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS for the financial year ended December 31, 2022 (Expressed in EUR) Note 2. Summary of Significant Accounting Policies 2.1 Basis of preparation The annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements under the historical cost convention and on a going concern basis. Accounting policies and valuation rules are, besides the ones laid down by the Law of 19th December 2002, determined and applied by the directors. The preparation of these annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to exercise significant judgment in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate and that the annual accounts therefore present the financial position and results fairly. The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 2.2 Significant accounting policies The following are the significant accounting policies and valuation rules adopted by the Company. 2.2.1 Foreign currency translation The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and loss account are expressed in EUR. Translation of foreign currency transactions Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates of the transactions. Translation of foreign currency balances as at the balance sheet date • Financial assets denominated in currencies other than EUR are translated at the historical exchange rates; • Debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and the historical exchange rate; and • Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rate prevailing at the balance sheet date. As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the profit and loss account. Unrealized exchange gains are not recognized unless it arises from cash at bank and in hand. 18 learnd SE (former GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS for the financial year ended December 31, 2022 (Expressed in EUR) Note 2. Summary of Significant Accounting Policies (continued) 2.2.2 Formation expenses Formation expenses include costs and expenses incurred in connection with the incorporation of the Company and subsequent capital increases. Formation expenses are charged to the profit and loss account of the year in which they were incurred. 2.2.3 Financial assets Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto. In the case of durable depreciation in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets, so that they are valued at the lower amount to be attributed to them at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 2.2.4 Cash at bank and in hand Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. 2.2.5 Debtors Debtors are recorded at their nominal value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. 2.2.6 Own shares Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non- distributable reserve. Own shares are subsequently re-measured at the lower of cost or market value. These are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made ceased to apply. 2.2.7 Prepayment Prepayments include expenditure incurred during the financial year but relating to a subsequent financial year. 2.2.8 Provisions Provisions are intended to cover losses or debts which originate in the financial year under review or in the previous financial year, the nature of which is clearly defined and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date they will arise. 19 learnd SE (former GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS for the financial year ended December 31, 2022 (Expressed in EUR) Note 2. Summary of Significant Accounting Policies (continued) Provisions for taxation Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which the tax return has not yet been filed are recorded under the caption “Creditors becoming due and payable within one year”. The advance payments are shown in the assets of the balance sheet under the “Debtors becoming due and payable within one year” item. 2.2.9 Creditors Creditors are recorded at their reimbursement value. Where the amount repayable of a financial liability is higher than the amount of cash received upfront, the related repayment premium is shown in the balance sheet as an asset and is amortized over the period of the related debt on a straight-line method. 2.2.10 Expenses Expenses are accounted for on an accrual basis. 2.2.11 Income tax The Company is subject to income taxes in Luxembourg. 2.2.12 Warrants The Company has issued class A warrants and class B warrants, which are equity settled instruments and are presented as part of Other non available reserves. When such warrants are expected to be equity settled, the Company does not book any provision to cover any surplus of the fair value of those warrants compared to the amounts booked in Other non available reserves, as the Company will not suffer any loss in relation to those warrants in the future. 20 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 3. Financial assets 2022 2021 Net book value as at January 1, 2022 31,300 - Acquisitions during the year/period - 31,300 Value adjustment during the year/period - - Net book value as at December 31, 2022 31,300 31,300 Undertakings in which the Company holds at least 20% of the share capital or in which it is a general partner are as follows: Name of the undertaking Registered office Ownership Last balance sheet date Net equity at balance sheet date Profit or (loss) for the last financial year % (EUR) (EUR) GFJ Advisors I GmbH Rüttenscheider Strasse 84 100% 31/12/2021 25,487 497 D-45130 Essen GFJ Advisors I GmbH & Co. KG Rüttenscheider Strasse 84 100% 31/12/2021 (415,146) (26,295) D-45130 Essen Note 4. Debtors 2022 2021 Amounts owed by affiliated undertakings (a) becoming due and payable within one year Current account GFJ ESG Advisors I GmbH & Co. KG 154,218,750 154,218,750 GFJ ESG Advisors I GmbH & Co. KG 80,000 - GFJ Holding GmbH&Co. KG 351 - Current account AFT Invest AG - 2,800 154,299,101 154,221,550 Other debtors (a) becoming due and payable within one year 29,492 - 154,328,593 154,221,550 In the financial year 2021 the Company has transferred all of the gross proceeds from the private placement or IPO of the public units of GFJ ESG Acquisition I SE to investors for the benefit of the public shareholders into an escrow account with a German bank (the “Escrow Account”) opened by the Company's affiliate GFJ Advisors I GmbH & Co. KG. The proceeds will remain on the Escrow Account until conclusion of the acquisition of a business combination. 21 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 5. Cash at bank and in hand 2022 2021 Deutsche Bank AG - current EUR account 61,349 1,427,752 Banque Internationale à Luxembourg S.A. - current EUR account 1,680 897 63,029 1,428,649 Note 6. Prepayments As at December 31, 2022, prepayments amounted to EUR 188,992 (2021: EUR 524,062) and are composed mainly of other expenses and legal and professional fees in 2022 for services applicable in 2023. Note 7. Capital and reserves As at incorporation the share capital of the Company was EUR 120,000 represented by 12,000,000 redeemable class B shares without nominal value. In 2021, the sole shareholder resolved to convert the existing twelve million (12,000,000) class B shares into three million one hundred twenty-five thousand (3,125,000) class B shares divided into one million forty-one thousand six hundred sixty- seven (1,041,667) Class B1 shares, (ii) one million forty-one thousand six hundred sixty-seven (1,041,667) Class B2 shares and (iii) one million forty-one thousand six hundred sixty-six (1,041,666) Class B3 shares. In 2021, the sole shareholder decided to contribute an amount of EUR 380,000 to the equity of the Company without issuance of shares, account 115. These monies were used to cover the operating expenses as well as due diligence costs. In 2021, the Management Board of the Company decided, to increase the Company’s share capital by an amount of five hundred seventy-six thousand euro (EUR 576,000) to an amount of six hundred ninety-six thousand euro (EUR 696,000) through the issuance of fifteen million (15,000,000) new redeemable class A shares, each without nominal value, for an aggregate price of one hundred forty-nine million nine hundred twenty-five thousand euro (EUR 149,925,000). The total contribution in the amount of one hundred forty-nine million nine hundred twenty-five thousand euro (EUR 149,925,000) consists of five hundred seventy-six thousand euro (EUR 576,000) for the share capital and one hundred forty-nine million three hundred fortynine thousand euro (EUR 149,349,000) for the share premium. At the same date the Management Board of the Company has decided, to increase the Company’s share capital by an amount of twenty-four thousand euro (EUR 24,000) to an amount of seven hundred twenty thousand euro (EUR 720,000) through the issuance of two hundred eight thousand three hundred thirty-three (208,333) Class B1 Shares, two hundred eight thousand three hundred thirtythree (208,333) Class B2 Shares and two hundred eight thousand three hundred thirty-four (208,334) Class B3 Shares for an aggregate price of one hundred thousand euro (EUR 100,000). The contribution in cash consisting of one hundred thousand euro (EUR 100,000) consists of twenty-four thousand euro (EUR 24,000) for the share capital and seventy-six thousand euro (EUR 76,000) for the share premium. As at December 31, 2022, EUR 3,750,000 (2021: EUR 3,750,000) Class B shares were issued and fully paid. On 18 October 2021, the Company has issued 15,000,000 redeemable Class A shares with a par value of EUR0.0384. Holders of Class A common stock are entitled to one vote for each share. 22 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 7. Capital and reserves (continued) The share premium presented in the table below account relate to the premium received for the issuance of Class A and Class B warrants. The movements for the year are as follows: Subscribed capital Share premium account Reserves Result brought forward Result for the financial year Total Balance as at January 1, 2022 Allocation of 720,000 149,805,000 10,793,749 - (5,856,918) 155,461,831 prior period 's result - - - (5,856,918) 5,856,918 - Loss for the year - - - - (5,848,910) (5,848,910) Balance as at December 31, 2022 720,000 149,805,000 10,793,749 (5,856,918) (5,848,910) 149,612,921 Legal reserve Luxembourg companies are required to appropriate to the legal reserve a minimum of 5% of the net profit for the year after deduction of any losses brought forward, until this reserve equals 10% of the subscribed capital. This reserve may not be distributed in the form of cash dividends, or otherwise, during the life of the Company. The appropriation to legal reserve is affected after approval at the general meeting of shareholders. 23 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 7. Capital and reserves (continued) Other reserves In 2021, it was resolved to acknowledge, approve, and authorise in the name and on behalf of the Supervisory Board the issuance, within the framework of the authorised capital of seven million five hundred thousand (7,500,000) new Class A Warrants in accordance with the terms and conditions of Class A Warrants, for a subscription price of seventy- five thousand euro (EUR 75,000); and to acknowledge, approve and ratify in the name and on behalf of the Supervisory Board the issuance within the framework of the authorised capital of (i) six million four hundred ten thousand four hundred seventeen (6,410,417) new Class B Warrants for an aggregate subscription price of nine million six hundred fifteen thousand six hundred twenty five euro and fifty cents (EUR 9,615,625.50), which has been settled by set off against an amount of one million nine hundred thousand euro (EUR 1,900,000) drawn down under the shareholder loan granted by GFJ Holding GmbH & Co. KG to the Company which loan shall be terminated following such set off and seven million seven hundred fifteen thousand six hundred twenty-five euro and fifty cents (EUR 7,715,625.50) paid in cash, and, (ii) under the additional sponsor subscription of Class B Warrants, an additional number of seven hundred thirty-five thousand four hundred sixteen (735,416) Class B Warrants for the price of one million one hundred three thousand one hundred twenty-five euro (EUR 1,103,125) in accordance with the terms and conditions of Class B Warrants. Other reserves represent the proceeds from the issuance of those Class A and Class B warrants. Note 8. Provisions 2022 2021 Accrued audit fees 652,433 98,280 Accrued director fees 62,500 - Accrued administration fees 25,085 - Accrued IPO fees - 178,600 Accrued commercial due diligence fees - 239,488 Accrued fees other - 26,299 740,018 542,667 Note 9. Creditors 2022 2021 becoming due and payable within one year Trade creditors 2,574,600 156,922 Amounts owed to affiliated undertakings. AFT Invest AG - current account 97,200 44,141 IBL - GFJ Holding GmbH&Co. KG - acc interest 18,175 - Other creditors Tax authorities 14,000 - becoming due and payable after more than one year IBL - GFJ Holding GmbH&Co. KG - principal 1,555,000 - 4,258,975 201,063 24 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 10. Gross profit/(loss) 2022 2021 Other external expenses: Bank charges (6,461) (1,690) Legal and professional fees (3,371,741) (289,979) Administration fees (84,293) (39,691) Audit fees (658,985) (98,280) Tax advisory fees (125,703) - IPO fees (107,500) (5,003,693) Other expenses (983,074) (256,482) D&O insurance (228,800) - Contributions to professional associations (22,828) (17,124) Agency services - (5,000) (5,589,385) (5,711,939) "Legal and Professional fees" are mainly composed by Legal - Business Combination fees (2022: EUR 2,629,334; 2021: nil). "Other expenses" are mainly composed by consulting fees concerning the definition of a target company (2022: EUR 772,154; 2021: 256,482). Note 11. Other operating expenses 2022 2021 Director fees (241,350) (140,887) The Management Board consisting of 3 members and the Supervisory Board consisting of 5 members are entitled, based on a shareholder resolution from July 5, 2021, to an aggregate remuneration of EUR 255,000 per annum payable on a quarterly basis for providing director/advisory services to the Company (see note 17). Note 12. Other interest receivable and similar income 2022 2021 Derived from affiliated undertakings Waiver on shareholder loan interest - 18,486 In 2021, the Company borrowed EUR 1,900,000 from its shareholder as lender with effect on June 15, 2021 (“shareholder loan”) which was then set of against a subscription price of new class B warrants as at October 13, 2021. Accrued interest amounted to EUR 18,486 have been waived by the sole shareholder. (see note 13) In May 2022, the Company borrowed an additional amount of EUR 350,000 from its shareholders loan facility up to EUR 450,000 with effect on 31 May 2022 (“shareholder loan”). On December 31, 2022, the outstanding loan was EUR 1,555,000 and interest amounted to EUR 18,175. 25 learnd SE (formerly GFJ ESG Acquisition I SE) Société européenne NOTES TO THE ANNUAL ACCOUNTS (continued) for the financial year ended December 31, 2022 (Expressed in EUR) Note 13. Interest payable and similar expenses a) concerning affiliated undertakings Shareholder loan interest expense 2022 (18,175) 2021 (18,486) b) other interest and similar expenses Bank debit interest - (2,133) Fees on escrow account - (1,959) - (4,092) Note 16. Related party transactions During the financial year under review, no further significant transactions were entered into with related parties apart from those with affiliated undertakings disclosed under notes 4, 9, 12 and 13. Note 17. Emoluments The Management Board, which consists of 3 members (2021: 3 members), did receive remuneration in the amount of EUR 241,350 (2021: EUR 140,887) during the year ended on December 31, 2022. (see note 11) Note 18. Events during the year Impact of war in Ukraine In February 2022, Russia’s invasion of Ukraine triggered a sharp rise in volatility across financial markets. The conflict’s full scale and duration of the conflict is uncertain, but it has had an immediate impact on energy and commodity prices. In parallel, 2022 has seen inflation increase across developed markets driven by supply-side factors, including shortages and the impact of the war in Ukraine on energy/commodities/cereal prices, and also demand-led factors such as tight labour markets fuelling salary increases. The Company has no direct investments in Russian or Ukrainian companies. The impact of inflation/commodity price rises has been limited to date as most portfolio companies expect to be able to transfer price increases to their customers. We continue to monitor the portfolio in this regard and are seeking regular updates from borrowers about the impacts they feel today and expect in the future, especially to the extent inflation is being repercussed into labour costs. Note 19. Post balance sheet events Subsequent to the financial year end the Business Combination took place whereby learnd Limited and learnd SE (formerly GFJ ESG Acquisition SE) merged into learnd SE. This combination occurred on 18 January 2023 and is considered as a non-adjusting post balance sheet event. No other events have taken place since the balance sheet date that would have had a significant impact on the financial position of the Company as at the closing date. 26