Pegasus Acquisition Company Europe B.V.

Interim / Quarterly Report • Jul 28, 2022

Pegasus Acquisition Company Europe B.V. Interim Financial Report

For the period 1 January 2022 up to and including 30 June 2022

Contents

About Pegasus Acquisition Company Europe B.V.

Interim Board Report

Condensed Interim Financial Statements

Condensed statement of profit and loss and other comprehensive income Condensed statement of financial position Condensed statement of changes in equity

Condensed statement of cash flows

Notes to the condensed interim financial statements

Contact Information

About Pegasus Acquisition Company Europe B.V.

Pegasus Acquisition Company Europe B.V. (hereinafter referred to as "Pegasus Europe" or the "Company" ) is a Special Purpose Acquisition Company ("SPAC") focused on the European financial services sector, founded by Tikehau Capital, Financière Agache and two of Europe's most experienced bankers. Pegasus Europe is targeting businesses in the European financial services industry, with a primary focus on scalable platforms offering strong growth potential that could be accelerated with access to capital and strategic guidance.

Jean Pierre Mustier and Diego De Giorgi are Operating Partners and Sponsors, combining their unparalleled operational and deal making financial sector experience, as well as long-term managerial, risk and governance expertise.

Pegasus Europe draws upon the deep resources of Tikehau Capital and Financière Agache, who both bring extensive investment, due diligence, operational, regulatory and capital raising experience to support our Business Combination target and help it to achieve long-term success as a public company.

More information about the Company, including the Company's Initial Public Offering ("IPO") Prospectus¹ dated 29 April 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial Markets, the AFM, can be found on the Pegasus Europe website – https://www.pegasuseurope.com/investorrelations.

¹ Capitalised terms not defined herein have the meaning ascribed to such terms in the Prospectus

Interim Board Report

OVERVIEW

Pegasus Europe is a SPAC seeking to enter into a Business Combination with a financial services company in Europe.

Once a target business has been identified, the Company will enter into negotiations with the target business' current owners for the purpose of agreeing a transaction. The board of Pegasus Europe will then convene an Extraordinary General Meeting ("EGM") and propose the Business Combination to the ordinary shareholders. This means that shareholders of Pegasus Europe, will have a say in respect of the Business Combination proposed by the Board, as the affirmative vote of the general meeting is subject to a simple majority. In the context of the EGM, Pegasus Europe shall prepare and publish a shareholder circular which will include the information required to facilitate a proper investment decision on the Business Combination.

The Company is evaluating acquisition opportunities using its acquisition criteria and guidelines as described in the Prospectus.

Pegasus Europe is now actively targeting a Business Combination and has assessed, since its IPO, a wide variety of companies in the financial services sector in Europe. The Company sources leads to potential target companies from e.g. its own network, the Board, investment banks, inbounds and the broader advisory network. The Company has identified a ''long-list'' of potential target companies. From time to time, the Company may perform due diligence on, or approach companies it has identified. It may also modify its long-list on a ongoing basis. The focus of the Company remains on scalable platforms offering strong profit growth potential and it will always seek to form a Business Combination with a target company at an acceptable valuation for its shareholders.

FINANCIAL HIGHLIGHTS AS AT 30 JUNE 2022

€ 480.8m
€ 1.4m
€ 468.1m
€ 9.80 (closing price)
€ 9.75 (closing price)
€ 1.20 (closing price)

COSTS

The Company did not generate any revenues during the period from 1 January 2022 until 30 June 2022 (the "Period"). The expenses incurred by the Company during the Period include amongst others staff costs, legal costs, advisory costs, corporate / accounting costs, negative interests and other operating expenses. This has resulted in an after-tax loss of € 1.9 million over the Period.

While the Company expects that it will have enough funds available to operate until the Business Combination Deadline, the Sponsors may fund up to € 2.0 million of Excess Costs through the issuance of loan or debt instruments to the Company, such as promissory notes, which may be repaid in cash or converted at the Offer Price into up to 200,000 Unit Shares at the option of the Sponsors. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. If the Company completes a Business Combination, it may repay such loaned amounts out of the amounts released out of the Escrow Accounts. Otherwise, such loans may be repaid only out of funds held outside the Escrow Accounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Escrow Accounts to repay such loaned amounts but no proceeds from the Escrow Accounts should be used to repay such loaned amounts.

ESCROW ACCOUNTS

Following the Private Placement, 100% of the proceeds were put into two escrow accounts opened by Stichting Pegasus Europe Escrow and held with Citibank Europe Plc, Netherlands Branch and J.P. Morgan Bank Luxembourg S.A., respectively (the "Escrow Accounts"). The proceeds of the Private Placement being distributed equally between the Escrow Accounts as described in the Prospectus.

The amounts available to Pegasus Europe from the Escrow Accounts (after giving effect to any redemptions of Class A Ordinary Shares, the payment of any pro rata interest on any amounts deposited in the Escrow Accounts and the payment of the Deferred Offering Commission due to the Joint Global Coordinators) will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price, paying related expenses and retaining specified amounts to be used by the post-Business Combination company for working capital or other purposes.

During the Period, due to the current negative interest rates applied to the Escrow Accounts as described in the Prospectus, the Escrow Accounts decreased by € 1.1m leaving a total of € 480.8 million in the Escrow Accounts as at 30 June 2022.

AUDITOR'S INVOLVEMENT

The condensed interim financial statements have not been audited by the Company's statutory auditor.

RISKS AND UNCERTAINTIES

Please refer to Part II (Risk Factors) of the Prospectus for the Company's principal risks and uncertainties, which in the Company's view remain essentially unchanged for the second half of 2022, and to pages 43 and 44 of the Prospectus for a cautionary note regarding forward-looking statements. The Company's risk management objectives and policies are consistent with those disclosed in the Prospectus.

Other risks, events, facts or circumstances not presently known to the Company, or that the Company currently deems to be immaterial could, individually or cumulatively, prove to be important and may have a significant negative impact on the Company's business, financial condition, results of operations and prospects.

RELATED PARTY TRANSACTIONS

No related party transactions were occurred in the Period.

RESPONSIBILITY STATEMENT

The board of directors of the Company (the "Board") hereby declares that to the best of its knowledge, the condensed interim financial statements, which have been prepared in accordance with IAS 34 (Interim Financial Reporting), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and this interim Board report includes a fair review of the information required pursuant to section 5:25d(8) and (9) of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Amsterdam, 28 July 2022

Jean Pierre Mustier, Executive Director Carmen Alonso Aranda, Non-executive Director Isabelle Ealet, Non-executive Director Isabel Fernández Niemann, Non-executive Director Wassim Sacre, Non-executive Director

Condensed Interim Financial Statements

• Condensed statement of profit and loss and other comprehensive income
• Condensed statement of financial position
• Condensed statement of changes in equity
• Condensed statement of cash flows
• Notes to the condensed interim financial statements

Condensed Interim Financial Statements 2022

Condensed statement of profit and loss and other comprehensive income for the period from 1 January 2022 up to and including 30 June 2022

		30 June 2022	30 June 2021
		EUR 1,000 Unaudited	EUR 1,000 Unaudited
Operations
Revenues			-
Expenses
Staff costs		(223)	(215)
Other expenses	4	(618)	(2,192)
Operating result		(841)	(2,407)
Interest expense	5	(1,104)	(426)
Other gains and losses	6	-	-
Result before tax		(1,945)	(2,833)
Income tax expense	7	-	-
Result for the period		(1,945)	(2,833)
Other comprehensive income, net of income tax Other items		-	-
Total comprehensive income/(loss) for the period		(1,945)	(2,833)
Earnings per share
From continuing and discontinued operations
Basic (cents per share)	8	(0.021)	(0.039)
Diluted (cents per share)		(0.021)	(0.039)
From continuing operations
Basic (cents per share)	8	(0.021)	(0.039)
Diluted (cents per share)		(0.021)	(0.039)

Condensed statement of financial position as at 30 June 2022

		30 June 2022 EUR 1,000 Unaudited	31 December 2021 EUR 1,000 Audited
Assets
Property, plant and equipment			-
Financial assets	9	480,811	481,915
Non-current assets		480,811	481,915
Trade and other receivables	10	242	231
Prepaid expenses		334	128
Cash and cash equivalents	11	1,367	2,573
Current assets		1,943	2,932
Total assets		482,754	484,847

		30 June 2022 EUR 1,000	31 December 2021 EUR 1,000
		Unaudited	Audited
Equity
Share capital	13	604	604
Share premium	13	488,733	488,733
Reserve stock option plan	13	140	140
Reserves		-	-
Retained earnings		(19,407)	-
Net Profit (Loss) for the period		(1,945)	(19,407)
Total equity		468,125	470,070
Liabilities
Founder Warrants	16.2.2	4,836	4,836
Warrants	16.2.2	9,671	9,671
Non-current liabilities		14,507	14,507
Trade and other payables	14.1	84	235
Other payables	14.1	2	12
Taxes and social security contributions payable	14.1	36	23
Current liabilities		122	270
Total liabilities		14,629	14,777
Total equity and liabilities		482,754	484,847

	Share capital	Share premium	Reserve stock option plan	Reserves	Retained earnings	Net Profit (Loss) for the period	Total Equity
	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000
	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
Balance at 31 December 2021	604	488,733	140	-	-	(19,407)	470,070
Total comprehensive income
Net current period change	-	-	-	-	(19,407)	19,407	-
Result for the period	-	-	-	-	-	(1,945)	(1,945)
Other comprehensive income	-	-	-	-	-	-	-
Total comprehensive income for the period	-	-	-	-	-	(1,945)	(1,945)
Transactions with owners of the Company Contributions and distributions:
Shares issued	-	-	-	-	-	-	-
Share-based payments	-	-	-	-	-	-	-
Transaction costs	-	-	-	-	-	-	-
Total contributions and distributions	-	-	-	-	-	-	-
Total transactions with owners of the Company	-	-	-	-	-	-	-
Balance at 30 June 2022	604	488,733	140	-	(19,407)	(1,945)	468,125

		Share capital EUR 1,000	Share premium	Reserve stock option plan	Reserves	Retained earnings	Net Profit (Loss) for the period	Total Equity
			EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000
Balance at 2 February 2021		-	-	-	-	-	-	-
Total comprehensive income
Result for the period		-	-	-	-	-	(19,407)	(19,407)
Other comprehensive income		-	-	-	-	-	-	-
Total comprehensive income for the period		-	-	-	-	-	(19,407)	(19,407)
Transactions with owners of the Company
Contributions and distributions:
Shares issued	13	604	494,556	-	-	-	-	495,160
Share-based payments		-	-	140	-	-	-	140
Transaction costs		-	(5,823)	-	-	-	-	(5,823)
Total contributions and distributions		604	488,733	140	-	-	-	489,477
Total transactions with owners of the Company		-	-	-	-	-	-	-
Balance at 31 December 2021		604	488,733	140	-	-	(19,407)	470,070

Condensed statement of cash flows for the period 1 January 2022 up to and including 30 June 2022

H1 2022 EUR 1,000 Unaudited	H1 2021 EUR 1,000 Unaudited
(841)	(2,407)
(140)	275
(6)	(160)
(13)	74
(206)	(343)
-	70
(1,206)	(2,491)
-	(483,555)
-	(483,555)
- - -	495,160 (5,823) 725
-	490,062
(1,206)	4,016

Notes to the condensed interim financial statements

1. The Company and its operations

Pegasus Acquisition Company Europe B.V. (hereinafter referred to as "Pegasus Europe" or the "Company") is a private limited liability company domiciled in the Netherlands. The Company was incorporated in the Netherlands. The Company's registered office is at Hoogoorddreef 15, 1101BA Amsterdam. The Company was founded on 2 February 2021 and is registered in the Trade Register at the Dutch Chamber of Commerce under number 81769040.

The information in the condensed interim financial statements is unaudited.

2. Basis of preparation

2.1 Going concern

The condensed interim financial statements of the Company have been prepared on the basis of the going concern assumption.

The Company will have until the Business Combination Deadline to complete the Business Combination. If the Company fails to consummate a Business Combination by the Business Combination Deadline the Company intends to: (1) cease all operations except for the purpose of winding up; (2) on a date as soon as reasonably possible after the Business Combination Deadline, which date will be announced in a separate press release redeem the Unit Shares and Class A Ordinary Shares held by shareholders that wish to be redeemed at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Accounts (less any amounts necessary to pay (a) dissolution expenses and (b) any unpaid claims of creditors entitled to payment thereof by the Company, to the extent such payments cannot be made out of the cash available to the Company in the current account and coming from the proceed of the Capital at Risk) divided by the number of then issued and outstanding Unit Shares and Class A Ordinary Shares (not held in treasury) (3) as promptly as reasonably possible, subject to the approval of its shareholders, resolve on the dissolution of the Company; (4) liquidate the Company's assets and liabilities in accordance with Dutch law and (5) declare a liquidation distribution at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Escrow Accounts (less any amounts necessary to pay dissolution expenses not met by the Costs Cover); divided by the number of then issued and outstanding Class A Ordinary Shares and Unit Shares (not held in treasury), which liquidation distribution will extinguish Shareholders' rights to receive further liquidating distributions, if any. There will be no liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Business

Combination Deadline. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the Company's ability to continue as a going concern.

The (financial) risk for our shareholders is largely mitigated by the fact that the Company holds € 480.8 million (less negative interest to be applied) in the Escrow Accounts as at 30 June 2022, which can be released upon meeting strict requirements. Furthermore, the Company has € 1.4 million of cash available in the current account as at 30 June 2022, coming from the proceeds of the sale of the Founder Shares and Warrants at IPO (Capital at Risk), which is considered to be sufficient to cover working capital and other running costs and expenses. If no Business Combination is completed, the exposure of Class A Ordinary Shareholders is generally limited to the negative interests incurred by the Company over the amounts held in the Escrow Accounts and, if any, costs that are not covered by the remaining cash available in the current account.

2.2 Accounting standards and declaration of compliance

The interim Financial Statements 2022 relate to the period from 1 January 2022 up to and including 30 June 2022.

The condensed interim financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting).

The condensed interim financial statements were authorised for issue by the Company's board of directors (the "Board") on 28 July 2022.

2.3 Basis of measurement

The condensed interim financial statements are expressed in thousands of euros, rounded off to the closest thousand euros. Rounding gaps may result in minor differences regarding certain totals in the tables presented in the the condensed interim financial statements.

Financial and debt instruments are measured at fair value in accordance with IFRS 13. The methods used to measure fair value are disclosed in note 3.1 (Determining fair value). The other assets and liabilities items have been drawn up on the basis of the historical cost.

2.4 Use of estimates and judgements

In preparing this condensed interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

The key judgement having a significant effect on the amounts recognized in the interim financial statements related to the equity or debt classification of the shares and warrants in accordance with IAS 32. When determining the fair value, the Directors use directly market observable data to the extend it is available. Directors belief that based on the current circumstances of the Company, the uncertainties in respect of the fair value assessments can be considered limited except for the valuation of the warrants.

Management has also exercised judgement in determining whether the cash held in the Escrow Accounts should be treated as Cash and Cash equivalents or Other / Financial Assets and concluded that the Escrow account will be treated as Financial Assets as the cash in the Escrow Accounts is to be held and not released until the completion of a Business Combination or the Business Combination Deadline (ie. not matching short-term cash commitments as defined under IAS 7.7.).

Regarding the Founder Shares issued by the Company, the Management has exercised judgement in determining whether the Founder Shares should be treated as financial instruments or share based payments (IFRS 2) and concluded that these instruments fall in scope of IFRS 2 as equity settled instruments, since there is an estimated difference in the fair value of the instruments issued and the amount paid.

The grant-date fair value of equity-settled share-based payment awards granted is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. Management has exercised judgement in determining the grant date and concluded that the grant date should be the Business Combination date as only at that point in time there is clarity over the value of the awarded Founder Shares. As a result, no expense is recognized in the statement of comprehensive income over the period ending 30 June 2022 for the 12,004,884 Founder Shares owned by the Sponsors.

These Founder Shares are measured at an estimated fair value of €5.0 per share as at 30 June 2022.

3. Accounting methods 3.1 Determining fair value

The principles adopted for fair value of financial instruments are in accordance with IFRS 13 "Measurement of fair value" and may be summarised as follows:

Instruments classified as Level 1

These instruments are listed on an active market and are measured on the basis of the latest quoted price as at closing.

Instruments classified as Level 2

These instruments are not listed on an active market but their measurement pertains to directly or indirectly observable data. An adjustment to a Level 2 piece of data that is significant to the fair value, can result in a fair value classified in Level 3 if it uses significant unobservable data.

Instruments classified as Level 3

These instruments are not listed on an active market and their measurement pertains tyto a large extent to unobersavble data. The Company can take into account multi-criteria approaches or external appraisers to determine the fair value of each instrument.

3.2 Cash and cash equivalents

Cash and cash equivalents include current accounts and deposits/escrow held, which meet the definition of easily convertible into a known amount of cash and subject to insignificant risk of change in value.

3.3 Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities that are within the scope of IFRS 9 are initially measured at fair value and subsequently at amortised cost or at fair value either through profit and loss or other comprehensive income depending on the classification of the instrument based on the purpose for which the instruments are held.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

3.4 Classification of debt and equity instruments

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

3.4.1 Debt instruments

Debt instruments (Warrants) issued by the Company are initially recognised at fair value. Subsequent measurement is at fair value, with any gains or losses arising on changes in fair value recognised in profit or loss

3.4.2 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity.

3.5 Taxation

VAT and corporate tax regime

The Company is subject to corporate income tax and it is considered VAT entrepreneur for the Dutch Tax Authorities.

Deferred taxes

Deferred taxes are calculated on the latent gain or loss on the instruments recognised at the fair value, by applying tax rate applicable to the regime of each instrument. Deferred tax assets and liabilities are not discounted.

3.6 Cash flow Statement

The cash flow statement is presented using the indirect method.

3.7 Segment information

3.7.1 Segment revenues and results

The Company considers the current operation as one segment with a single exposure to the Dutch economy. Therefore, the Company does not have any (recognizable) revenues for individual separate segments. The Company incurred bank costs of (€ 1,103,955), staff costs of (€ 222,652), operating costs of (€ 618,286) resulting in a total result for the single segment as stated in (€ 1,944,893).

3.7.2 Segment assets and liabilities

The Company considers the current operation as one segment with a single exposure to the Dutch economy. Therefore, the Company does not have any (recognizable) revenues for individual separate segments. The assets consist of cash in an Escrow € 480,811,470, cash on the Company's bank account of € 1,366,995 and other receivables of € 586,288.

4. Other expenses

	1 January 2022-30 June 2022 EUR 1,000 Unaudited	2 February 2021-30 June 2021 EUR 1,000 Unaudited
Listing expenses	(14)	(256)
Professional services	(314)	(1,442)
Travel expenses	(62)	(6)
Service charges	-	(345)
Insurances	(200)	(77)
Bank charges	(28)	-
Other expenses	-	(66)
	(618)	(2,192)

5. Interest expense paid

Following the Private Placement, 100% of the proceeds were put into two Escrow Accounts opened by Stichting Pegasus Europe Escrow and held with Citibank Europe Plc, Netherlands Branch and J.P. Morgan Bank Luxembourg S.A.. The proceeds of the Private Placement being distributed equally between the Escrow Accounts as described in the Prospectus.

The invested funds deposited in the escrow are subject to an annual negative interest rate equal to (i) Euro short-term rate (ESTR) plus 3 bpts during the period ending 365 days after the settlement date, 03 May

2021, and (ii) ESTR minus 2 bpts for the period commencing the day after the end of the first year and ending 365 days thereafter and (iii) ESTR minus 8 bpts for any further period.

	1 January 2022-30 June 2022 EUR 1,000 Unaudited	2 February 2021-30 June 2021 EUR 1,000 Unaudited
Interest expenses	(1,104)	(426)
	(1,104)	(426)

6. Other gains and losses

The Warrant liabilities are measured at fair value with any gains or losses arising on changes in fair value recognized in profit or loss. The value of the warrants remained the same as at 31 December 2021, therefore there were no gains or losses during the period ended on 30 June 2022.

7. Taxes

The Company is subject to corporate income tax and it is considered VAT entrepreneur for the Dutch Tax Authorities.

The tax rate used for the 2022 reconciliations above is the corporate tax rate of 15% until €395,000 and 25.8% above that amount. These are the tax rates payable in the Netherlands on taxable profits under Dutch Law. As the Company has not made taxable profits no income tax has been recognized in the profit or loss. Furthermore, no deferred tax assets and/or liabilities are considered as well.

8. Earnings per share

	30 June 2022 EUR 1,000 Unaudited	30 June 2021 EUR 1,000 Unaudited
Profit for the year attributable to owners of the Company	(1,945)	(2,833)
Dividend paid	-	-
Earnings used in the calculation of basic earnings per share	(1,945)	(2,833)
Average number of ordinary shares	92,014	72,500
	(0.021)	(0.039)

Diluted earnings per share are the same as the basic earnings per share at 30 June 2022

9. Financial assets

Financial assets consist of the Escrow Accounts held at Citibank Europe Plc, Netherlands Branch and J.P. Morgan Bank Luxembourg S.A.

	30 June 2022 EUR 1,000 Unaudited	31 December 2021 EUR 1,000 Audited
Escrow accounts	480,811	481,915
Financial assets	480,811	481,915

Escrow accounts are not considered cash equivalent due to not being short term in nature.

10.Trade and other receivables

	30 June 2022 EUR 1,000 Unaudited	31 December 2021 EUR 1,000 Audited
Trade receivables VAT	2 240	- 231
Trade and other receivables	242	231

11.Cash and cash equivalents

Cash and cash equivalents consist of a current account held at ABN Amro Bank N.V.

	30 June 2022	31 December 2021
	EUR 1,000	EUR 1,000
	Unaudited	Audited
Bank	1,367	2,573
Cash and cash equivalents in the statement of cash flows	1,367	2,573

The amounts available to the Company in the current account are used to fund the operational costs related to the Offering, working capital and Business Combination.

12.Capital structure

The capital structure of the Company is composed of Unit Shares, Class A Ordinary Shares, Founder Shares, Warrants and Founder Warrants. In accordance with IAS 32 and considering the main characteristics of the instruments as detailed in the Prospectus, the following accounting treatments have been used:

• Unit Share: accounted for directly as if they were already replaced by Class A Ordinary Shares and Warrants
• Class A Ordinary Share: accounted for as equity considering that the Company has no contractual obligation to pay cash to holders of Class A Ordinary Shares and controls the occurrence of such event
• Founder Share: accounted for as equity considering that the Company has no contractual obligation to pay cash to holders of Founder Shares (including no contractual redemption rights)
• Warrant: accounted for as derivative liability considering that the Company has the ability to redeem the outstanding Warrants in certain conditions and that Warrant holders will be able to

exercise their Warrants on a cashless basis prior to the redemption (receiving then a variable number of Class A Ordinary Shares)

▪ Founder Warrant: accounted for as derivative liability considering that Founder Warrants can be exercised on a cashless basis

13. Issue of shares and warrants

On 28 April 2021 the Board resolved to issue shares and warrants:

• 1) 12,500,001 Founder Shares with a nominal value of € 0.01
• 2) 8,333,334 Founder Warrants.

On 28 April 2021 the Board resolved to cancel 1 Founder Share.

The Founder Shares were issued at an issue price of € 1.00 per share, amounting to € 12,088,884 received on the Company's bank account, of which an amount of € 11,967,995 was considered to be share premium and was added to the Company's general share premium reserve.

The Founder warrants were issue at the price of € 0.03 per warrant, amounting to € 250,000 received on the Company's bank account.

The Founder warrants was considered to be liability.

On 3 May 2021, the Company repurchased 84,000 Founder Shares amounting € 840, paid from the Company's bank account, which were then transferred to the Company's independent non-executive directors and Chief Financial Officer, subject to the condition precedent of (i) the Company publishing a press release by the Company announcing the entering into a Business Combination and (ii) the respective person still being a non-executive director of the Company or the Chief Financial Officer, respectively.

On 3 May 2021 the Board resolved to issue:

• 1) 50,000,000 Unit Shares with a nominal value € 0.01
• 2) 72,500,000 Class A Ordinary Shares with a nominal value of € 0.01
• 3) 20,000,000 Warrants.

On 3 May 2021, the Company repurchased 72,500,000 Class A Ordinary Shares.

The Unit Shares were issued at an issue price of € 10.00 per Unit, amounting to € 483,555,410 received on escrow accounts, of which an amount of € 482,588,299 was considered to be share premium and was added to the Company's general share premium reserve and € 483,555 as a liability. The Class A Ordinary Shares were issued at an issue price of € 0.01 per share, amounting to € 725,000.

On 5 May 2021 the Board resolved to cancel 411,116 Founder Shares and 274,078 Founder Warrants amounting € 8,222, paid from the Company's bank account.

On 5 May 2021, the Board resolved to cancel 1,644,459 Unit Shares.

In August 2021 11,210,019 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In September 2021 249,000 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In October 2021 608,822 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In November 2021 1,196,748 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In December 2021 2,189,056 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In January 2022 1,368,912 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

In February 2022 2,691,395 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.

14.Liabilities

14.1 Current liabilities

	30 June 2022	31 December 2021
	EUR 1,000	EUR 1,000
	Unaudited	Audited
Trade payables	-	11
Wages tax and social securities	36	23
Other payables	2	12
Accruals	84	224
	122	270

14.2 Warrants and Founder Warrants

The Warrants and Founder Warrants are accounted for as liabilities in accordance with IAS 32 and are measured at fair value as at each reporting period. Changes in the fair value of the Warrants and Founder Warrants are recorded in the statement of profit or loss for each period. Calculation of the Warrant liabilities of € 14,506,662 is the Warrant price (€ 0.60) times the current outstanding Warrants.

15. Share-based payments

The Company has issued Founder Shares to the Sponsors. The Sponsors perform services to the Company under services agreements (for Tikehau Capital SCA and Financière Agache SA) and employment contracts (for the Operating Partners), in relation to completing a Business Combination within the 24 month period. Management has exercised judgement in determining whether these instruments should be treated as financial instruments or share-based payments (IFRS 2) and concluded that the instruments fall in scope of IFRS 2 as equity settled instruments, since there is an estimated difference in the fair value of the instruments issued and the amount paid.

The grant-date fair value of equity-settled share-based payment awards granted is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. Management has exercised judgement in determining the grant date and concluded that the grant date should be the Business Combination date as only at that point in time there is clarity over the value of the awarded Founder Shares. As a result, no expense is recognized in the statement of comprehensive income over the period ending 30 June 2022 for the 12,004,884 Founder Shares owned by the Sponsors.

At the time of the Business Combination, and subject to the final position of the regulators, the corresponding expense will be recognized in the statement of comprehensive income.

16.Financial Intruments

16.1 Capital management

The Company manages its capital to ensure the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of debt and equity of the Company.

The Company is not subject to any externally imposed capital requirements.

The Company's Board reviews the capital structure of the Company on a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.

16.2 Categories of financial instruments 16.2.1 Financial assets

	30 June 2022
	EUR 1,000	EUR 1,000
	Unaudited	Audited
Financial assests:
Escrow Accounts	480,811	481,915
Trade and other receivables	242	231
	481,053	482,146

Escrow accounts have been treated as financial assets as this cash is to be held and not released until the completion of a Business Combination or the Business Combination Deadline, ie. not matching short-term cash commitments as defined under IAS 7.7.

16.2.2 Financial liabilities

30 June 2022 EUR 1,000 Unaudited	31 December 2021 EUR 1,000 Audited
4,836	4,836
9,671	9,671
Founder Warrants Trade and other payables 84	235
14,591	14,742

16.3 Financial risk management objectives

The Company manages the financial risks relating to its operations through internal risk controls and meetings which analyse exposures by degree and magnitude of risks. These financial risks might include principally market risk, liquidity risk and credit risk.

The Company's risk management objectives and policies are also consistent with those disclosed in the Prospectus.

16.3.1 Exposure to Market risk

Pegasus Europe is primarily exposed to the financial risk of changes to interest rates. During the Period, there has been no change to the Company's exposure to market risks or the manner in which these risks are managed and measured.

In addition, and as the Warrants are recognised at fair value and are liabilities on the balance sheet of the Company, the Company is also exposed to the volatility of the Warrants. The Company's liabilities may then deviate over time because Warrant price can fluctuate due to changing market conditions. The Warrants are publicly traded at the Euronext Stock Exchange.

16.3.2 Exposure to Liquidity risk

The Company's liquidity needs have been satisfied prior to the completion of the Offering through receipt of the € 12.3 million committed capital by the Sponsors (final amount following the partial exercise of the Put Option by the Stabilisation Manager on 3 May 2021).

As at 30 June 2022 and considering the Offering and other operational costs paid during the Period, the cash available in the current account amounts to approximately € 1.4 million.

While the Company expects that it will have enough funds available to operate until the Business Combination Deadline, the Sponsors may fund up to € 2.0 million of Excess Costs through the issuance of loan or debt instruments to the Company, such as promissory notes, which may be repaid in cash or converted at the Offer Price into up to 200,000 Unit Shares at the option of the Sponsors. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. If the Company completes a Business Combination, it may repay such loaned amounts out of the amounts released out of the Escrow Accounts. Otherwise, such loans may be repaid only out of funds held outside the Escrow Accounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Escrow Accounts to repay such loaned amounts but no proceeds from the Escrow Accounts should be used to repay such loaned amounts.

16.3.3 Exposure to Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.

Following the Private Placement, 100% of the IPO Proceeds were put into the two Escrow Accounts opened by Stichting Pegasus Europe Escrow and held with Citibank Europe Plc, Netherlands Branch and J.P. Morgan Bank Luxembourg S.A.. The chance of default of these two banks is deemed very low based on the following credit ratings as at 30 June 2022:

• o Citibank Europe Plc has Aa3 (Moody's), A+ (S&P) and A+ (Fitch) long term credit ratings and P-1 (Moody's), A-1 (S&P) and F1 (Fitch) short term credit ratings
• o J.P. Morgan Bank Luxembourg S.A. has Aa1 (Moody's), A+ (S&P) and AA (Fitch) long term credit ratings and P-1 (Moody's), A-1 (S&P) and F1+ (Fitch) short term credit ratings

The Company has also entered into an Escrow Agreement with a professional escrow agent (Intertrust Escrow and Settlements B.V.) to monitor and manage the Escrow Accounts.

The cash used to fund the operational costs of Pegasus Europe is held in a current account at ABN AMRO Bank N.V. which is also deemed to have a very low chance of default considering the bank has A1 (Moody's), A (S&P), and A (Fitch) long term credit ratings and P-1 (Moody's), A-1 (S&P), and F1 (Fitch) short term credit ratings as at 30 June 2022.

17.Dividends

No dividends were paid or declared by the Company in the Period.

18. Current Shareholders and Related party transactions

No related party transactions were occurred in the Period.

19. Key management personnel compensation

The Executive Director (Jean Pierre Mustier) is entitled to a yearly cash compensation prior to completion of a Business Combination of €130,000 which has been paid pro rata during the year 2022. The remuneration of the Executive Director following a Business Combination, if any, shall be disclosed in the shareholder circular published in connection with the Business Combination EGM.

The independent Non-Executive Directors (Isabel Fernandez, Wassim Eric Sacre, Isabelle Ealet) did not receive any remuneration, other than the 25,000 Founder Shares allocated to each of the independent Non-Executive Directors (in total 75,000 Founder Shares were allocated to the independent Non-Executive Directors). Carmen Alonso, as Non-Executive Director (not independent) does not receive compensation but is part as well of the key management.

Diego De Giorgi as Co-Chief Executive Officer is entitled to a yearly cash compensation prior to completion of a Business Combination of €130,000 which has been paid pro rata during the year 2022. The remuneration of Diego De Giorgi following a Business Combination, if any, shall be disclosed in the shareholder circular published in connection with the Business Combination EGM.

Mike Assouline as the CFO is entitled to a yearly cash remuneration or cash compensation prior to completion of a Business Combination of €110,000 which has been paid pro rata during the year 2022.

The remuneration of the CFO following a Business Combination, if any, shall be disclosed in the shareholder circular published in connection with the Business Combination EGM.

Key management personnel compensation comprised:

	1 January 2022-30 June 2022	2 February 2021-30 June 2021
	EUR 1,000	EUR 1,000
	Unaudited	Unaudited
Short-term employee benefits	186	134
Post-employment benefits	18	71
Other long-term benefits	-	-
Termination benefits	-	-
Share-based payment	-	-
	204	205

The compensations, including pension costs as referred to in Section 2:383(1) of the Dutch Civil Code, charged in the financial year to the Company, amounted to € 65,000 for statutory directors (Executive Director and Non-Executive Directors).

20.Off balance-sheet commitments

On 25 April 2021, Pegasus Europe signed an agreement with Citigoup Global Markets Europe and J.P. Morgan (the "Joint Global Coordinators") that provides for an €15 million back-end fee payable to the Joint Global Coordinators upon completion of the Business Combination ("Deferred Offering Commission"). This Deferred Offering Commission will be deducted from the amount in the Escrow Accounts.

In addition, and as part of the IPO process and the search for a potential Business Combination target, the Company may potentially pay the following fees upon completion of the Business Combination:

• A project fee of €25 thousand to FinElk in respect of strategic communication support related to any potential Business Combination
• A success fee of €30 thousand to ABN AMRO Bank in respect of listing agency services
• A success fee of €380 thousand to Kinetics Capital in respect of advisory and M&A services provided to the Company
• A project fee of €2.6 million to Bain & Company in respect of strategic and due diligence services related to any potential Business Combination

21.Events occurring after the reporting period

Subsequent to 30 June 2022, no material event occurred that require disclosure.

Contact information

https://www.pegasuseurope.com

Hoogoorddreef 15 1101BA Amsterdam The Netherlands Phone: +31 20 3698107 Email: info@pegasuseurope.com