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Marley Spoon Group SE — Audit Report / Information 2021
Apr 29, 2022
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Download source file468 SPAC II SE
468 SPAC II SE (formerly known as Rheinsberg SE)
Société européenne
ANNUAL ACCOUNTS FOR THE PERIOD FROM 4 AUGUST 2021 (DATE OF REGISTRATION) TO 31 DECEMBER 2021 AND REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Registered office: 9, rue de Bitbourg L - 1273 Luxembourg
R.C.S. Luxembourg: B257664
Table of contents
- Management report (Page(s) 1-4)
- Corporate governance statement (Page(s) 5)
- Auditor’s report (Page(s) 6-10)
- Balance sheet (Page(s) 11-15)
- Profit and loss account (Page(s) 16-17)
- Notes to the annual accounts for the period ended 31 December 2021 (Page(s) 18-26)
468 SPAC II SE (formerly known as Rheinsberg SE)
Management Report for the period ended December 31, 2021
The Management Board (the “Board”) of 468 SPAC II SE (hereafter the “Company”) submits its management report with the annual accounts of the Company for the period ended 31 December 2021.
1. Overview
The Company is a special purpose acquisition company (otherwise known as a blank cheque company) incorporated in Luxembourg on 26 July 2021 and registered with the Luxembourg Trade and Companies Register on 4 August 2021. The Company’s corporate purpose is the acquisition of a business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland that is based in the technology and technology-enabled sector with a focus on the sub-sectors consumer technology and software & artificial intelligence through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The Company intends to complete the Business Combination using cash from the proceeds of the Private Placement of the class A shares and class A warrants (see below).
2. Review and development of the Company’s business, financial performance and financial position
The Company completed its Private Placement (the “Private Placement”) on 18 January 2022 through the issuance of 21.000.000 redeemable class A shares with a par value of EUR 0,016 (the “Public Shares”) and 7.000.000 class A warrants (the “Public Warrants”). The Public Shares are admitted to trading on the Frankfurt Stock Exchange under the symbol “SPV2” on 20 January 2022. Likewise, the Public Warrants are also admitted to trading on the Frankfurt Stock Exchange under the symbol “SPVW”. One Public Share and one-third (1/3) of a Public Warrant (each, a “Unit”), were sold at a price of EUR 10,00 per unit representing a total placement volume of EUR 210 million.
The sponsors of the Company, TEIXL Investments GmbH, Ophelia Capital UG and Florian Leibert (the “Sponsors”), subscribed to 12.000.000 class B shares without nominal value amounting to EUR 120.000,00. On 24 November 2021, the Company created four classes within the class B shares and converted the existing 12.000.000 class B shares into 375.000 class B1 shares without nominal value, 2.125.000 class B2 shares without nominal value, 2.500.000 class B3 shares without nominal value and 2.500.000 class B4 shares.
On 8 December 2021, it was resolved to raise additional funding to the Company in the form of an equity contribution in cash without issuance of new shares at a total amount EUR 1.080.000,00. On 11 January 2022 and as subsequently amended on 17 January 2022, the Sponsors, the members of the Supervisory Board of the Company, directly or through their affiliates, as well as BD Capital GmbH and Fabian Zilker (together, the “Co-Sponsors”) subscribed to an aggregate 5.140.000 class B warrants (the “Sponsor Warrants”) at a total price of EUR 7.710.000,00. The class B shares and Sponsor Warrants are not publicly traded securities. The Sponsor has agreed to a lock-up period running at least until the Business Combination, subject to customary exceptions described in the Company’s prospectus (the “Prospectus”).
Financial performance highlights
As a blank cheque company, the Company currently does not have an active business. The Company did not generate revenue during the period ended 31 December 2021 and is not expected to generate any operating revenues until after the completion of the Business Combination. The Company’s activities for the period ended 31 December 2021 were those necessary to prepare for the Private Placement and the subsequent listing on the Frankfurt Stock Exchange, and, after the listing, to identify a target company for a Business Combination and the potential 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 period ended 31 December 2021 was EUR 1.237.558,38 due to the operating expenses and finance costs.
Financial position highlights
The Company’s main asset accounts refer to the cash at bank and in hand which is the proceeds from the capital contribution whereas on the liability section, the significant balance refers to the trade and other payables.
3. Principal risk and uncertainties
The Company has analysed the risks and uncertainties to its business, and the Board has considered their potential impact, their likelihood, the controls that the Company has in place and steps the Company can take to mitigate such risks. The Company’s principal risks and uncertainties can be summarised as follows:
| Risk | Likelihood | Mitigating factors | Benefits not achieved & the liquidation of the Company # 468 SPAC II SE
The Company has conducted no operations and currently generated no revenue. Besides the above, the Company identified the related financial risks and has considered their potential impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the Company are liquidity risks and credit.
6. Annual Accounts of 468 SPAC II SE
The Annual Accounts of 468 SPAC II SE are shown on page 10 to page 25. These were prepared in accordance with Luxembourg’s legal and regulatory requirements and using the going concern basis of accounting described above. The loss for the year ended 31 December 2021 was EUR 1.237.558,38 is mainly due to the operating expenses. It is proposed that the loss for the period ended 31 December 2021 be allocated to profit and loss brought forward at 1 January 2022.
Distributable amounts
At 31 December 2021, the Company had no distributable amounts, as defined by Luxembourg law.
7. Related party transactions
The Company as the borrower concluded a loan agreement with the Sponsor as the lender with effect on 4 August 2021 (“Shareholder Loan”) with a maximum value of EUR 250.000,00 (Note 5 to Annual Accounts). As at 31 December 2021, EUR 34.500,00 has been drawn by the Company from the Shareholder Loan.
8. Research and development
The Company did not have any activities in the field of research and development during the financial period ended 31 December 2021.
9. Transactions in own shares
The Company has not acquired or held any of its own shares as at 31 December 2021.
10. Outlook
The Management Board is confident that a suitable target for the Business Combination will be found within the 18-month period from the date of the admission to trading of the class A shares and class A warrants.
11. Events after the reporting period
Since 31 December 2021, no additional significant events have taken place other than those disclosed in Note 12 to the Annual Accounts.
Luxembourg, 28 April 2022
Alexander Kudlich
Chief Executive Officer
Ludwig Ensthaler
Chief Investment Officer
Florian Leibert
Chief Technology Officer
Werner Weynand
Chief Administration Officer
468 SPAC II SE (formerly known as Rheinsberg SE)
Corporate Governance Statement by the Management Board for the period ended December 31, 2021
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company’s business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited annual accounts for the period ended 31 December 2021, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the period then ended.
In addition, management’s report includes a fair review of the development and performance of the Company’s operations during the period and of business risks, where appropriate, faced by the Company, as well as other information required by the Article 68 of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.
Luxembourg, 28 April 2022
Alexander Kudlich
Chief Executive Officer
Ludwig Ensthaler
Chief Investment Officer
Florian Leibert
Chief Technology Officer
Werner Weynand
Chief Administration Officer
Mazars Luxembourg
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Luxembourg
Tel: +352 27 114 1
Fax: +352 27 114 20
www.mazars.lu
To the Shareholders of 468 SPAC II SE
Société européenne
R.C.S. Luxembourg B 257.664
9, rue de Bitbourg
L-1273 Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of 468 SPAC II SE (the “Company”), which comprise the balance sheet as of 31 December 2021 and the profit and loss for the period from 4 August 2021 (date of registration) to 31 December 2021, and the notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2021, and of the result of its operations for the period from 4 August 2021 (date of registration) to 31 December 2021 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 N° 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.
Mazars Luxembourg – Cabinet de révision agréé Société Anonyme – RCS Luxembourg B 159962 – TVA intracommunautaire : LU24665334
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 2021.
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 Managment Board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Managment 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 Managment 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 N° 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.As part of an audit in accordance with the EU Regulation N° 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.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of Shareholders on 26 July 2021 and and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1 year.
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 and 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 at 31 December 2021 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;
• The XBRL markup of the financial statements using the core taxonomy and the common rules on markups specified in the ESEF Regulation.
In our opinion, the financial statements of the Company as at 31 December 2021, identified as 222100A4X237BRODWF67-JA-2021-12-31, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
The management report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. 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, 29 April 2022
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien DELANTE
Réviseur d’entreprises agréé
RCSL Nr. : B257664
Matricule : 2021 8400 206
Annual Accounts Helpdesk :
eCDF entry date :
Tel. : (+352) 247 88 494
Email : [email protected]
BALANCE SHEET
Financial year from 04/08/2021 to 31/12/2021
EUR (in )
| ASSETS | Reference(s) | Current year | Previous year |
|---|---|---|---|
| A. Subscribed capital unpaid | |||
| I. Subscribed capital not called | 1101, 1103 | ||
| II. Subscribed capital called but unpaid | 101, 103, 102, 104 | ||
| B. Formation expenses | 1105, 1107 | ||
| C. Fixed assets | 105, 107, 106, 108 | 24.760,00 | |
| I. Intangible assets | 1109, 1111, 1113 | ||
| 1. Costs of development | 109, 111, 110, 112 | ||
| 2. Concessions, patents, licences, trade marks 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, 1119 | ||
| b) created by the undertaking itself | 117, 119, 118, 120 | ||
| 3. Goodwill, to the extent that it was acquired for valuable consideration | 1121 | ||
| 4. Payments on account and intangible assets under development | 121, 122 | ||
| II. Tangible assets | 1123, 1125, 1127, 1129 | ||
| 1. Land and buildings | 123, 125, 127, 129, 124, 126, 128, 130 | ||
| 2. Plant and machinery | |||
| 3. Other fixtures and fittings, tools and equipment | 1131 | ||
| 4. Payments on account and tangible assets in the course of construction | 131, 132 | ||
| III. Financial assets | 1133, 1135, 1137, 1139, 1141 | 24.760,00 | |
| 1. Shares in affiliated undertakings | 133, 135, 137, 139, 141 | ||
| 2. Loans to affiliated undertakings | |||
| 3. Participating interests | 1143 | 24.760,00 | |
| 4. Loans to undertakings with which the undertaking is linked by virtue of participating interests | 143, 144 | ||
| 5. Investments held as fixed assets | 1145, 1147 | ||
| 6. Other loans | 145, 147, 146, 148 | ||
| D. Current assets | 1151, 1153, 1155, 1157 | 1.498.357,55 | |
| I. Stocks | 151, 153, 155, 157 | ||
| 1. Raw materials and consumables | 152, 154, 156, 158 | ||
| 2. Work in progress | 1159, 1161 | ||
| 3. Finished goods and goods for resale | 1163, 1165 | ||
| 4. Payments on account | 159, 161, 163, 165, 160, 162, 164, 166 | ||
| II. Debtors | 1167, 1169 | ||
| 1. Trade debtors | 1171, 1173, 1175 | ||
| a) becoming due and payable within one year | 167, 169, 171, 173, 175 | ||
| b) becoming due and payable after more than one year | 168, 170, 172, 174, 176 | ||
| 2. Amounts owed by affiliated undertakings | 1177, 1179 | ||
| a) becoming due and payable within one year | 177, 179, 178, 180 | ||
| b) becoming due and payable after more than one year | 1181, 1183 | ||
| 3. Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests | 181, 183, 182, 184 | ||
| a) becoming due and payable within one year | 1185, 1187 | ||
| b) becoming due and payable after more than one year | 185, 187, 186, 188 | ||
| 4. Other debtors | |||
| a) becoming due and payable within one year | |||
| b) becoming due and payable after more than one year | |||
| III. Investments | 1189, 1191, 1209 | ||
| 1. Shares in affiliated undertakings | 1195, 1197 | ||
| 2. Own shares | 189, 190 | ||
| 3. Other investments | 192, 210 | ||
| IV. Cash at bank and in hand | 195, 197, 191, 209, 195, 197 | 1.498.357,55 | |
| E. Prepayments | 1199 | ||
| TOTAL (ASSETS) | 199, 200 | 1.523.117,55 | 0,00 |
CAPITAL, RESERVES AND LIABILITIES
| Reference(s) | Current year | Previous year | |
|---|---|---|---|
| A. Capital and reserves | |||
| I. Subscribed capital | 1301, 1303 | 120.000,00 | 1.080.000,00 |
| II. Share premium account | 1305, 1307 | ||
| III. Revaluation reserve | 1309, 1311 | ||
| IV. Reserves | 1313, 301, 302, 303, 305, 307, 309, 311, 313 | ||
| 1. Legal reserve | 1315, 315, 316 | ||
| 2. Reserve for own shares | |||
| 3. Reserves provided for by the articles of association | 317, 318 | ||
| 4. Other reserves, including the fair value reserve | 1319, 1321, 1323, 1325 | ||
| a) other available reserves | 429, 431, 433, 319, 321, 323, 325 | ||
| b) other non available reserves | 430, 432, 434, 320 | ||
| V. Profit or loss brought forward | 1327, 327, 328 | -1.237.558,38 | |
| VI. Profit or loss for the financial year | 1329, 329, 330 | 4 | |
| VII. Interim dividends | 1331, 331, 332 | -37.558,38 | |
| VIII. Capital investment subsidies | 1333, 333, 334 | ||
| B. Provisions | 1335, 1337, 1336, 1338 | ||
| 1. Provisions for pensions and similar obligations | |||
| 2. Provisions for taxation | |||
| 3. Other provisions | |||
| C. Creditors | 1435, 1437, 1439 | 1.560.675,93 | |
| 1. | 435, 437, 439, 436 | ||
| a) Convertible loans | |||
| i) becoming due and payable within one year | |||
| ii) becoming due and payable after more than one year | |||
| b) Non convertible loans | |||
| i) becoming due and payable within one year | |||
| ii) becoming due and payable after more than one year |
Amounts owed to credit institutions
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Payments received on account of orders in so far as they are not shown separately as deductions from stocks
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Trade creditors
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Bills of exchange payable
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Amounts owed to affiliated undertakings
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests
a) becoming due and payable within one year
b) becoming due and payable after more than one year
Other creditors
a) Tax authorities
b) Social security authorities
c) Other creditors
i) becoming due and payable within one year
ii) becoming due and payable after more than one year
D. Deferred income
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
| Reference(s) | Current year | Previous year |
|---|---|---|
| 3. Payments received on account of orders in so far as they are not shown separately as deductions from stocks | 1361 1363 | 361 362 364 366 |
| a) becoming due and payable within one year | 363 | |
| b) becoming due and payable after more than one year | 1365 1367 | 365 367 |
| 4. Trade creditors | 1.157.669,19 | 368 |
| a) becoming due and payable within one year | 1.157.669,19 | 1369 369 370 |
| b) becoming due and payable after more than one year | 1371 1373 | 371 373 372 374 |
| 5. Bills of exchange payable | ||
| a) becoming due and payable within one year | 1375 1377 1379 1381 1383 | 375 377 379 381 383 376 378 |
| b) becoming due and payable after more than one year | ||
| 6. Amounts owed to affiliated undertakings | 34.741,97 | 380 |
| a) becoming due and payable within one year | 34.741,97 | 382 |
| b) becoming due and payable after more than one year | 384 | |
| 7. Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests | 1385 1387 | 385 387 386 388 390 |
| a) becoming due and payable within one year | ||
| b) becoming due and payable after more than one year | 1389 1451 1393 1395 1397 | 389 451 393 395 397 |
| 8. Other creditors | ||
| a) Tax authorities | 368.264,77 | 452 394 396 |
| b) Social security authorities | ||
| c) Other creditors | 368.264,77 | 398 |
| i) becoming due and payable within one year | 368.264,77 | 1399 399 400 |
| ii) becoming due and payable after more than one year | 1401 1403 | 401 403 402 404 |
| D. Deferred income | ||
| TOTAL (CAPITAL, RESERVES AND LIABILITIES) | 1.523.117,55 | 0,00 |
ANNUAL ACCOUNTS
PROFIT AND LOSS ACCOUNT
Financial year from 04/08/2021 to 31/12/2021 EUR (in )
| Reference(s) | Current year | Previous year |
|---|---|---|
| 1. Net turnover | 1701 1703 | 701 702 704 |
| 2. Variation in stocks of finished goods and in work in progress | 703 | |
| 3. Work performed by the undertaking for its own purposes and capitalised | 1705 1713 | 705 713 706 714 |
| 4. Other operating income | ||
| 5. Raw materials and consumables and other external expenses | -1.218.065,51 | 1671 1601 1603 |
| a) Raw materials and consumables | -1.218.065,51 | 671 672 602 604 |
| b) Other external expenses | 601 603 | |
| 6. Staff costs | 1605 1607 1609 1653 1655 1613 | |
| a) Wages and salaries | 605 607 609 653 655 613 | |
| b) Social security costs | 606 608 610 654 656 614 | |
| i) relating to pensions | ||
| ii) other social security costs | ||
| c) Other staff costs | ||
| 7. Value adjustments | 1657 | |
| a) in respect of formation expenses and of tangible and intangible fixed assets | 1659 1661 659 661 660 662 | |
| b) in respect of current assets | ||
| 8. Other operating expenses | -15.000,00 | 1621 621 622 |
| 9. Income from participating interests | 1715 1717 715 716 718 | |
| a) derived from affiliated undertakings | 717 | |
| b) other income from participating interests | 1719 719 720 | |
| 10. Income from other investments and loans forming part of the fixed assets | 1721 1723 1725 721 723 725 722 724 726 | |
| a) derived from affiliated undertakings | ||
| b) other income not included under a) | ||
| 11. Other interest receivable and similar income | 1727 1729 1731 727 729 731 728 730 732 | |
| a) derived from affiliated undertakings | ||
| b) other interest and similar income | ||
| 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 | -4.040,00 | 1665 665 666 |
| 14. Interest payable and similar expenses | 1627 1629 1631 | |
| a) concerning affiliated undertakings | -452,87 | 627 629 631 628 |
| b) other interest and similar expenses | -241,97 | 630 -210,90 |
| 15. Tax on profit or loss | 1635 1667 635 667 636 | |
| 16. Profit or loss after taxation | 4 | 4 -1.237.558,38 668 |
| 17. Other taxes not shown under items 1 to 16 | 1637 1669 637 669 638 | |
| 18. Profit or loss for the financial year | -1.237.558,38 | 670 |
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
1. GENERAL
468 SPAC II SE (formerly known as Rheinsberg SE) (the “Company” or “Parent”) was incorporated on 26 July 2021 as an European company (Société Européenne or “SE”) based on the laws of the Grand Duchy of Luxembourg (“Luxembourg”) for an unlimited period. The Company is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, in abbreviated “RCS”) under the number B257664 since 4 August 2021. Since 20 January 2022, the Company is a listed entity with its 21.000.000 class A shares and 7.000.000 class A warrants traded on the Frankfurt Stock Exchange (see note 12). As at 31 December 2021, the Company has 7.500.000 class B shares that are not listed on a stock exchange. The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
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 that is based in the technology and technology-enabled sector with a focus on the sub-sectors consumer technology and software & artificial intelligence through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The Company will not conduct operations or generate operating revenue unless and until the Company consummates the Business Combination. The Company will have 18 months from the date of admission to trading to consummate a Business Combination.
Upon closing of the Business Combination the above Company’s purpose shall cease to apply and the Company’s purpose shall be as from such time the creation, holding, management, development and realization of a portfolio, consisting of interests and rights of any kind and of any other form of investment in entities in Luxembourg and in foreign entities whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments as well as the administration and control of such portfolio. The Company may further grant any form of security for the performance of any obligations of the Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of entities as the Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has invested in any other manner or which forms part of the same group of companies as the Company. The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law. The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it may deem useful in accomplishment of these purposes.
Unlike other forms of companies, a Société Européenne only exists from the date of publication of its statutes with the RCS. Accordingly, the annual accounts of the Company was prepared in accordance with Luxembourg legal and regulatory requirements for the period from 4 August 2021 (date of registration of the Company with the RCS) to 31 December 2021 and were authorised for issue in accordance with a resolution of the Management Board on 28 April 2022. 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 under International Financial Reporting Standards as adopted by the European Union. The consolidated financial statements are published in accordance with the European Single Electronic Format regulation on the Company’s website (https://www.468spac2.com).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory requirements under the historical cost convention. Despite the negative equity balance as at 31 December 2021, the Management Board’s underlying assumption to prepare the annual accounts on a going concern basis is based on the successful completion of the private placement (see Note 12). Further, the shareholder has also granted an interest-bearing loan to the Company of up to EUR 250.000,00 to finance third party costs and other working capital requirements until its intended private placement (see Note 5). As required by art.# 480-2 of the Luxembourg law of 10 August 1915 (as amended)
The Management Board of the Company plans to present a business continuity plan to the shareholders. The accounting and valuation methods are determined and implemented by the Management Board, apart from the regulations of the law of 19 December 2002. 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 fairly the financial position and results. 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 in the preparation of these annual accounts.
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.
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
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;
- Other assets denominated in currencies other than EUR are translated at the lower between the exchange rate prevailing at the balance sheet date and historical exchange rate;
- Debts denominated in currencies other than EUR are translated at the higher between the exchange rate prevailing at the balance sheet date and historical exchange rate; and
- Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange rates 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.
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 case of durable decline in value according to the opinion of the Management Board, value adjustments are made in respect of financial assets so that these are valued at the lower figure to be attributed at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made 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 have ceased to apply.
2.2.6. Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent financial year.
2.2.7. 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.
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
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.
2.2.8. 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.
2.2.9. Expenses
Expenses are accounted for on an accrual basis.
2.2.10. Income tax
The Company is subject to income taxes in Luxembourg.
3. FINANCIAL ASSETS
Movements in financial assets during the period are as follows:
| Shares in affiliated undertakings | EUR | |
|---|---|---|
| Gross book value – opening balance | ||
| Additions for the period | ||
| Repayments for the period | -28.800,00 | |
| Gross book value – closing balance | 28.800,00 | |
| Accumulated value adjustment – opening balance | - | |
| Allocation of value adjustments for the period | - | |
| Reversals of value adjustments for the period | -4.040,00 | |
| Accumulated value adjustment – closing balance | -4.040,00 | |
| Net book value – opening balance | - | |
| Net book value – closing balance | 24.760,00 |
For the period ended 31 December 2021, the Management Board have recognized an impairment on the Company’s investment in shares in affiliated undertakings amounting to EUR 4.040,00.
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
Shares in affiliated undertakings as at 31 December 2021 consist of the following:
| Name of undertakings | Registered office | Ownership %/ Contribution | Cost of acquisition EUR | Last balance sheet date | Net equity as at 31/12/2021 EUR* | Profit/(Loss) as at 31/12/2021 EUR* |
|---|---|---|---|---|---|---|
| 468 SPAC II Advisors Verwaltungs GmbH | Amtsgerich Charlotte nburg (Berlin), HRB 229994 Berlin (Germany) | 100% | 27.800,00 | 31/12/2021 | 24.735,00 | 265,00 |
| 468 SPAC II Advisors GmbH & Co. KG | Charlottenburg District Court (Berlin), HRA 58725 Berlin (Germany) | 100% | 1.000,00 | 31/12/2021 | 25,00 | 75,00 |
| *Unaudited |
4. CAPITAL AND RESERVES
Movements during the period are as follows:
| Share Subscribed capital EUR | Share premium EUR | Legal reserves EUR | Profit or loss for the period EUR | Total EUR | |
|---|---|---|---|---|---|
| Opening balance | - | - | - | - | - |
| Issuance of 12.000.000 class B shares (further converted into 7.500.000 class B shares split into 4 classes) | |||||
| Equity contribution in cash without issuance of shares | 120.000,00 | - | - | - | 120.000,00 |
| Results for the financial period | - | 1.080.000,00 | - | - | 1.080.000,00 |
| Closing balance | 120.000,00 | 1.080.000,00 | - | (1.237.558,38) | (37.558,38) |
Subscribed capital and Share premium
Share capital
The subscribed share capital amounts to EUR 120.000,00 consisting of 12.000.000 class B shares without nominal value. The Company may also issue class A shares. On 24 November 2021, following the extraordinary general meeting of shareholders the Company created four share classes within the class B shares and converted the existing 12.000.000 class B shares into 375.000 class B1 shares without nominal value, 2.125.000 class B2 shares without nominal value, 2.500.000 class B3 shares without nominal value and 2.500.000 class B4 shares. Subject to the completion of the Business Combination, all class B shares are automatically converted into Class A shares at a ratio of one Class A share for one class B share following the day of expiration of the sponsor lock-up (the “Promote Conversion”). The class B shares will only have nominal economic rights (i.e., reimbursement of their par value, at best, in case of liquidation). The class B shares are not part of the private placement and will not be listed on a stock exchange.
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
As at 31 December 2021, the subscribed capital of the Company amounts to EUR 120.000,00 represented by 7.500.000 class B shares without nominal value split into four share classes. The authorized capital, excluding the issued share capital, is set at EUR 11.943.456,00 consisting of 746.466.000 class A shares without nominal value.
Share premium
On 8 December 2021, it was resolved to raise additional funding to the Company in the form of an equity contribution in cash without the issuance of new shares (account 115 of the standard chart of accounts) for a total amount of EUR 1.080.000,00 in order to cover for operating expenses.
Legal reserve
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net profits for each financial year to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available for distribution to the shareholders.
5.# CREDITORS
Creditors due and payable within one year are composed of the following:
| 31/12/2021 EUR | |
|---|---|
| Trade creditors and accruals | 1.157.669,19 |
| Amounts owed to affiliated undertaking | 34.741,97 |
| Advances from sponsors | 367.359,00 |
| Other payables | 905,77 |
| Total | 1.560.675,93 |
Amounts owed to affiliated undertaking
The Company as the borrower concluded a loan agreement with the 468 Special Opportunities GmbH & Co. KG, as the lender with effect on 4 August 2021 (“Shareholder Loan”). It was agreed for the loan to be utilized for the purpose of financing third party costs and other working capital requirements until the intended Private Placement (see note 12). A loan amount of up to EUR 250.000,00 has been granted to the Company. The loan bears annual interest of 2,00% and will mature on the following business day one year after the end of the earlier of (i) 30 months following the Private Placement or (ii) three months after completion of the Business Combination. As at 31 December 2021, EUR 34.500,00 has been drawn by the Company from the Shareholder Loan. Total interest expense amounted to EUR 242,00 for the period ended 31 December 2021. On 10 January 2022, the Company paid the full amount including total interest amounting to EUR 253,00.
Advances from sponsors
In December 2021, the sponsors advanced a total amount of EUR 367.359,00 for the warrant subscription (see note 12). The advance bears no interest.
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
6. OTHER EXTERNAL EXPENSES
Other external expenses are composed of:
| From 04/08/2021 to 31/12/2021 EUR | |
|---|---|
| Legal fees | -514.428,36 |
| Audit fees | -325.551,33 |
| Accounting and corporate fees | -59.513,39 |
| Tax advice fees | -50.384,61 |
| Other professional fees | -258.215,78 |
| Notary fees | -7.201,62 |
| Bank charges | -490,10 |
| Other expenses | -2.280,32 |
| Total | -1.218.065,51 |
The total audit fees paid are broken down as follows:
| From 04/08/2021 to 31/12/2021 EUR | |
|---|---|
| Statutory audit of the annual accounts | -67.567,50 |
| Audit-related fees | -257.983,83 |
| Total | -325.551,33 |
7. OTHER OPERATING EXPENSES
Other operating expenses are composed of:
| From 04/08/2021 to 31/12/2021 EUR | |
|---|---|
| CSSF fees | -15.000,00 |
| Total | -15.000,00 |
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
8. STAFF
The Company did not employ any staff during the period ended 31 December 2021.
9. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER MEMBERS OF THOSE BODIES
The Company did not grant any emoluments to and has no commitments in respect of retirement pensions towards members of its Management Board during the period ended 31 December 2021.
10. ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BODIES
The Company did not grant any advances or loans to members of its Management Board during the period ended 31 December 2021.
11. OFF-BALANCE SHEET COMMITMENTS
In the context of the private placement (see note 12), the Company intends to enter into respective contracts with different providers, the total cost of which is estimated at EUR 1,6 million. On top of those EUR 1.6 million, the Company entered into an agreement with John Berenberg, Gossler & Co KG, as the sole global coordinator and sole bookrunner in the context of the planned private placement as disclosed in Note 12. The Company has no other commitments and contingencies as at 31 December 2021 besides those disclosed in Note 12.
12. SUBSEQUENT EVENTS
On 11 January 2022, the sponsors, 468 Special Opportunities GmbH & Co. KG, the co-sponsors and the Company entered into a Sponsor Warrant Purchase Agreement. The sponsors and the co- sponsors agreed, inter alia, under the Sponsor Capital At-Risk to initially subscribe to an aggregate of 5.466.667 Sponsor Warrants at a price of EUR 1,50 per sponsor warrant (EUR 8.200.000,50 in aggregate) in a private placement. This has been subsequently amended on 17 January 2022 as disclosed below.
On 13 January 2022, the Company entered into an underwriting agreement with John Berenberg, Gossler & Co. KG (“Berenberg”), as the sole global coordinator and sole bookrunner in the context of the private placement. Under this agreement, the Company paid a listing fee of 1,2% of the gross proceeds from the private placement on the date of the completion of the private placement and is liable to pay a deferred listing commission of 2,5% on the gross proceeds from the private placement on the completion of the Business Combination.
On 14 January 2022, the Company, Berenberg and a third party (the “Facilitation Agent”) have entered into the Facilitation Agent Agreement in which the Facilitation Agent has agreed to solicit interest investors for Units in the private placement. The Company agreed to pay the Facilitation Agent a fee
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468 SPAC II SE (formerly known as Rheinsberg SE)
Notes to the annual accounts for the period ended 31 December 2021 (Expressed in EUR)
of 2% on the proceeds of the Private Placement raised from investors procured by the Facilitation Agent. The fee paid to the Facilitation Agent does not reduce the fees payable to Berenberg.
On 14 January 2022, the Management Board resolved to increase the share capital from EUR 120.000,00 to EUR 456.000,00 from its authorized capital.
On 17 January 2022, in connection with the private placement and the listing, it was resolved to reduce the share capital of the Company from EUR 456.000,00 to EUR 420.000,00 by redeeming 2.250.000 class B shares. Pursuant to an agreement (the “Sponsor Share and Warrant Repurchase Agreement”), the sponsors have sold a total of 2.025.000 class B shares and the Supervisory Board shareholders have sold a total of 225.000 class B shares to the Company for EUR 0,016 per sponsor share. In addition, the sponsors and co-sponsors sold a total of 297.133 and 29.534 sponsor warrants, respectively, to the Company for a purchase price of EUR 1,50 per sponsor warrant. Furthermore, the Supervisory Board shareholders have sold a total of 3.132 sponsor warrants for a purchase price of EUR 1,50 per sponsor warrant to BD Capital and Fabian Zilker. The co-sponsors committed to make an additional equity contribution in cash without issuance of new shares in the amount of EUR 2.070,30 into the Company’s reserve as an additional purchase price for the class B shares.
On 18 January 2022, the Company issued 21.000.000 redeemable class A shares with ISIN code LU2380748603 and 7.000.000 class A warrants with ISIN LU2380748785 under the symbols “SPV2” and “SPVW”, respectively (the “Private Placement”) and are traded on the Frankfurt Stock Exchange since 20 January 2022.
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 Luhansk People Republic by the Russian Federation. Announcements of potential additional sanctions have been made following military operations initiated by Russia against Ukraine on 24 February 2022. Following the military conflict initiated by Russia against Ukraine on 24 February 2022, there has been a significant increase in volatility on the securities and currency markets. It is expected that these events may affect the activities of Russian enterprises in various sectors of the economy. The Management Board regards these events as non-adjusting events after the reporting 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. The impact of the war in Ukraine and its implications cannot be quantified at this point in time
There are no other significant subsequent events after balance sheet date, other than those disclosed herein.
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