VAM Investments SPAC B.V.

Regulatory Filings • Apr 15, 2022

Untitled Annual Report for the period from date of incorporation on 7 April 2021 to 31 December 2021 2 TABLE OF CONTENTS Page REPORT OF THE DIRECTORS ......................................................................................................... 3 REPORT OF THE NON-EXECUTIVE DIRECTORS ........................................................................ 24 STATEMENT OF DIRECTORS' RESPONSIBILITIES ...................................................................... 31 FINANCIAL STATEMENTS FOR THE PERIOD 7 APRIL 2021 TO 31 DECEMBER 2021 ............... 33 OTHER INFORMATION ................................................................................................................... 54 INDEPENDENT AUDITOR'S REPORT ............................................................................................ 55 3 MANAGEMENT REPORT General VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company's Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to which it raised €210,326,560 in gross proceeds (the "IPO Proceeds"). VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the consumer products and services sector (the "Target Sector") that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor"). Each unit sold to investors in the IPO comprised (the "Units"): (i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01 (jointly, the "Ordinary Shares"); and (ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the "Warrants"). During the exercise period described in the Prospectus (as defined below), each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants (as defined below) as published on the Company's website (the "Warrant T&Cs"). The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants were forfeited. Since the IPO, we have been focusing on finding the right Tar get for our SPAC. Whilst we have reviewed, and are reviewing, multiple potential Ta rge ts, at the date of this management report, we have not yet selected a Tar get that could be proposed to the Business Combination EGM (as defined below). We continue our search for a Business Combination with a Targ et, which is to be completed within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the "Settlement Date"), being 21 July 2023, plus an additional six months subject to approval by the general meeting (algemene vergadering) of the Company (the "General Meeting") (the "Business Combination Deadline"), as announced in the prospectus relating to the IPO dated 14 July 2021 (the "Prospectus"). 4 If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting and propose the Business Combination to the Company's shareholders (the "Business Combination EGM"). The resolution by the Board (as defined below) to complete a Business Combination will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares (as defined below) at the Business Combination EGM. If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential Targets, provided that the Business Combination must be completed prior to the Business Combination Deadline. VAM Investments SPAC suffered an after-tax loss of €3,154,802.43 over the period from 7 April 2021 (date of incorporation of VAM Investments SPAC) until 31 December 2021. VAM Investments SPAC has not recorded any operational revenues. The result is attributable to the Negative Interest (as defined below) rate payable on the Escrow Account (as defined below) plus a change in the market value of the Warrants and incurring expenses, commissions and taxes in connection with the IPO and the subsequent search for a Business Combination. The Negative Interest in respect of the IPO Proceeds held in the Escrow Account from 21 July 2021 to 31 December 2021 was paid from the part of the Negative Interest Cover (as defined below) deposited in the Escrow Account, so that the entire amount of IPO Proceeds was still held in the Escrow Account at 31 December 2021. About VAM Investments SPAC B.V. Capital structure At incorporation, the Company issued 1 share with a nominal value of €1.00 to the Sponsor. Following the IPO and the concurrent private placement with the Sponsor, the Company's issued capital was increased to €1,262,908.20, as at 31 December 2021 consisting of the following: (i) €52,581.64, representing approximately 4.16% of the Company's issued capital, consisting of 5,258,164 founder shares, each having a nominal value of €0.01 (the "Founder Shares"), acquired by the Sponsor for an aggregate issue price of €9,809,796.80. The Founder Shares shall not share in any profits nor in the reserves of the Company, other than in case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as laid down in the Company's articles of association as in force on the date hereof (the "Articles of Association"). The Founder Shares will be converted into newly issued Ordinary Shares following a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, in accordance with the promote schedule the terms of which are set out in the Prospectus; (ii) €200,000, representing approximately 15.84% of the Company's issued capital, consisting of the founder share f1 in the Company with a nominal value of €200,000 (the "Founder Share F1"), subscribed by the Sponsor for an issue price of €200,000; (iii) €210,326.56, representing approximately 16.65% of the Company's issued capital, consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01, acquired by the investors in the IPO as part of the Units for an aggregate issue price of €210,326,560; and (iv) €800,000, representing approximately 63.35% of the Company's issued capital, consisting of the 80,000,000 Treasury Shares (as defined below), each having a nominal value of €0.01. As part of the IPO and the concurrent private placement with the Sponsor, the Company further: 5 (i) transferred 10,516,328 Warrants to holders of Ordinary Shares as part of the Distribution; and (ii) issued 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the "Founder Warrants"), for no consideration, which are deemed embedded in and form part of the Founder Share F1 held by the Sponsor. During the exercise period described in the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs. Ordinary Shares and Warrants held in treasury On the Settlement Date, the Company issued to, and immediately repurchased from, the Sponsor (i) 80,000,000 Ordinary Shares ("Treasury Shares") and (ii) 40,000,000 Warrants, all at the same value (so that no net proceeds remained with or were due by the Company), for the purpose of holding these in treasury for purposes of, inter alia, (i) the delivery of Ordinary Shares upon the exercise of the Warrants, (ii) the transfer of Warrants as part of the Distribution; and (iii) for future issuances of securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise in connection with, the Business Combination. As long as the Treasury Shares are held in treasury, they will not yield dividends or rights to other distributions, will not entitle the Company as a holder thereof to voting rights, will not count towards the calculation of dividends, or other distributions or voting percentages, and will not be eligible for redemption. As long as the Warrants are held in treasury, they will not be exercisable. The Treasury Shares and Warrants held in treasury are admitted to listing and trading on Euronext Amsterdam. No Business Combination by the Business Combination Deadline If the Company does not complete a Business Combination by the Business Combination Deadline, the Company intends to, as soon as reasonably possible, initiate a repurchase procedure allowing the holders of Ordinary Shares to receive a pro rata share of funds in the Escrow Account which, as a result of the Negative Interest Cover, is anticipated to be €10.00 per Ordinary Share. The Board (as defined below) will set and announce by press release an acceptance period for the repurchase of Ordinary Shares. Holders of Ordinary Shares will need to take steps to have their Ordinary Shares repurchased by the Company, as will be set out by the Company around that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are dependent on the Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such amount may be different from, and will be paid later than, that available if such holder of Ordinary Shares had participated in the repurchase procedure. Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the Business Combination Deadline, at the proposal of the Board convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants (the "Liquidation"). In the event of a Liquidation, the distribution of the Company's assets and the allocation of the liquidation surplus shall be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance with a pre-determined order of priority as laid down in the Articles of Association. There will be no distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants and Founder Warrants will automatically expire without value upon occurrence of such a Liquidation. 6 Escrow Account On the Settlement Date, an amount equal to the IPO Proceeds has been deposited in an escrow account held with Banca Nazionale del Lavoro S.p.A. (the "Escrow Account"), initially bearing negative interest ("Negative Interest") at the rate of EURIBOR 3M + 5bps. To pro vi de compe nsa tio n for the incurrence of Negative Interest in respect of the IPO Proceeds, up to 1% of any Negative Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266 (the "Negative Interest Cover"), will be borne by the proceeds raised through the Sponsor's subscription for the Founder Shares. Following the IPO, in aggregate €1,103,266 of the Negative Interest Cover was deposited in the Escrow Account and €1,000,000 (the "Balancing Payment") was deposited in the Company's working capital account. If the Company has not consummated a Business Combination prior to the 366 th day after the Settlement Date, being 22 July 2022, the Company will transfer the Balancing Payment from its working capital account into the Escrow Account. Negative Interest, if any, incurred in excess of the Negative Interest Cover will effectively be borne by the Company and the Company will – mutatis mutandis – benefit from any interest income. Costs In addition to the Negative Interest Cover, the Sponsor has provided €7,706,530.80 to VAM Investments SPAC through its subscription for Founder Shares to cover the costs (the "Costs Cover") related to the IPO and as initial working capital of VAM Investments SPAC (i.e. costs relating to the search for a business combination and other running costs). The funds contributed by the Sponsor through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no Business Combination is completed by the Business Combination Deadline. Insofar as any amounts are required to cover any costs in excess of the Costs Cover, the Sponsor, at the request of the Board, may elect to finance any excess costs or part thereof through the issuance of loan or debt instruments to the Company, such as promissory notes or lines of credit, but may choose not to do so. To the extent the Sponsor, at the request of the Board, elects to finance any costs in excess of the Costs Cover, any amounts to be repaid to it, or any part thereof, may, at its election, be settled for additional rights to acquire an equivalent number of Founder Warrants under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. The Company and the Sponsor have entered into an administrative services agreement (the "Administrative Services Agreement") pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. Board Structure The Company has a one-tier board of directors (the "Board"), consisting of executive Directors (uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the "Directors"). The executive Directors are responsible for the Company's day-to-day management, which includes, among other things, formulating the strategies and policies and setting and achieving the Company's objectives. The non-executive Directors are charged with the supervision of the performance of duties by the executive Directors as well as the general course of affairs of the Company and the business connected with it. Each Director has a duty to the Company to properly perform the duties assigned to each member and to act in the Company's corporate interest. Under Dutch law, the corporate interest extends to the interests of all the Company's stakeholders, including the Company's securities holders, creditors and employees. 7 In addition to the Board, the Company has an audit committee (the "Audit Committee"), which exercises the duties as prescribed in the Decree establishment audit committee (Besluit instelling auditcommissie). The Board is responsible for the governance structure of the Company. As at the date of this management report, the provisions in Dutch law, which are commonly referred to as the "large company regime" (structuurregime), do not apply to the Company. The Company does not intend to voluntarily apply the "large company regime". Carlo Di Biagio has been serving as the chief financial officer ("CFO") of the Company as of the Settlement Date but is not part of the Board. Executive Directors Francesco Trapani and Marco Piana are the executive Directors of VAM Investments SPAC. Francesco Trapani has been with the Company since its incorporation and has been serving as an executive Director with the title of Chairman since the Settlement Date (except for the temporary leave of absence granted to him by the Board for the period started on 27 August 2021 and ended on 31 December 2021). He also serves as chairman of the board of the Sponsor. He is a globally recognized figure in the luxury sector (which includes watches and jewellery), having built one of hard luxury's champions, as chief executive officer of the Bulgari Group from 1984 to 2011, and run one of the most important divisions of the largest hard luxury conglomerate in the world, as Chairman and chief executive officer of LVMH's Watches and Jewellery department, from 2011 to 2014. In February 2017, following a significant investment, he became a member of the board of directors of Tiffany & Co. Inc., and advised the company on the appointment of a new management team focused on innovation and profitability, including chief executive officer Alessandro Bogliolo, in 2017. He stepped down from the board in November 2019, following the announcement of an acquisition by LVMH for approximately $16 billion in the largest M&A transaction in the luxury sector to date. In May 2017, Francesco became a shareholder of Tages Holding and assumed the role of Executive Vice Chairman. Francesco is also the chairman of Gruppo Florence, a high-end "made in Italy" garments group, and a member of the EMEA advisory board of Salesforce. Francesco holds a degree in Economics and Commerce from the University of Naples and attended further Marketing and Finance courses at New York University. Marco Piana has been with the Company since its incorporation and has been serving as an executive Director and as the chief executive officer ("CEO") of the Company since the Settlement Date. He also serves as chief executive officer and managing partner of the Sponsor and has almost 20 years of experience in the private equity sector. He began his career at McKinsey & Company in Milan before moving to private equity with Investitori Associati in 2003. He was a director at Magenta and the British firm 3i plc for 5 years, before becoming a Partner at Fondo Italiano di Investimento. He founded the Sponsor in 2011 to invest his personal funds, before opening up its investments to third parties in 2013. Marco has completed private equity investments across various industries, including industrials, travel, healthcare and B2B services. Marco currently serves as chairman of the board of Demengo, an Italian optics chain, and Soundreef, a European music royalty management platform. He is also a member of the board of directors of Gruppo Florence and Sicurezza e Ambiente. Marco holds a MSc in Engineering from the Polytechnic of Turin and an MBA from Columbia Business School in New York. 8 Strategy and acquisition Criteria The Company strongly believes that continuous consumer engagement while delivering quality products to customers should be the Targ et Sector's top strategic priority for the next few years. From a practical perspective, the restrictions forced by the COVID-19 pandemic, along with changing consumer preferences, have accelerated the rise of e-commerce as a critical distribution channel. Legacy players with exposure to traditional channels and outmoded retail footprints will continue to be challenged in this rapidly evolving environment, while innovative players with flexible business models and costs structures, who are able to adapt and evolve quickly, will re-shape the broader industry. Furthermore, the Company believes that certain other trends, including favourable demographic trends, transparency of ingredients/materials and responsible sourcing, and the emergence and expansion of specialty brands will continue to shape the sector and lead to potential investment opportunities. Within the Target Sector, the Company believes certain segments are well-positioned to benefit from the current economic environment and are aligned with its investing expertise, including luxury and luxury value chain, lifestyle, physical retail, online retail, consumer services and beauty and personal care (the "Target Segments"). Within the Ta rget Sec tor, the Company plans to seek out a Target with an enterprise value (i.e. acquisition cost) of between €1.0 billion and €3.0 billion, that is based or has its main operations in, the European Economic Area, Switzerland and/or the United Kingdom, and that has a competitive market position and strong business fundamentals. The Company intends to utilise certain criteria and guidelines to evaluate acquisition opportunities, although it may decide to enter into a Business Combination with a Target that does not meet one or more of these criteria and guidelines. These criteria include a Target that: • benefits from ongoing, long-term attractive sector trends, that the Company believes will continue over the medium term and that will allow for stable growth; • has the ability to directly or indirectly cater to a global audience of consumers, regardless of location; • is led by an outstanding management team, comprising one or more founders that are willing to remain in their respective roles after the Business Combination, thereby providing management and governance stability; • operates in a business with strong profitability and cash flow generation; • has strong client recognition and brand loyalty through clear and distinctive features, and with strong B2C business content; • benefits from a solid competitive position, with high barriers to entry and/or that benefits from a clear first-mover advantage; or that has a high market share in large markets within Europe, with a leading or co-leading position and that is at the forefront of innovation (if a services provider); • is committed to strong ESG practices; • has unique or difficult-to-replicate intellectual property, such as know-how in craftsmanship, manufacturing technologies, and research and development capabilities; 9 • has both organic and inorganic growth potential, including by expanding product lines or geographical presence, or that is well-positioned, due to its size, profitability, availability of managerial resources and funding, to acquire one or more competitors and thereafter successfully integrate and benefit from consolidation synergies; and • has the ability to leverage digital selling platforms for future growth. In selecting a Target, the Company will also consider the potential for Francesco Trapani, Marco Piana and the other members of the Board to provide additional strategic guidance and support to the Target's management. Thanks to their background, profile and experience, Francesco Trapani, Marco Piana and the other members of the Board are ideally positioned to become preferred partners for a Target's shareholders and management. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Business Combination may be based on these general guidelines as well as other considerations, factors and criteria that the Directors may deem relevant. Progress Throughout 2021, the Board has assessed a wide variety of companies in multiple sectors, mainly across the Target Segments, in either a B2B or B2C capacity. The Board sources leads to potential Target s from e.g. their own network of contacts, including entrepreneurs, executives and financial investors. The Board keeps a ''long-list" of potential Tar get s and is currently in (early-stage) discussions with, or conducts preliminary due diligence on, a few of them. The focus of VAM Investments SPAC remains on a Target in one of the Ta rge t Seg ments , in either a B2B or B2C capacity (although there is no guarantee that it will do so) and it will always seek to form a Business Combination with a Targ et at an acceptable valuation for its shareholders. Outlook At the end of the financial year ended on 31 December 2021, the Company has not proposed a Target to the Business Combination EGM. VAM Investments SPAC will continue its search for a proposed Business Combination with a Targ et to be completed before the Business Combination Deadline. We are monitoring the news regarding the War in Ukraine. It is concerning and brings uncertainty for people and the economic environment. VAM Investments SPAC will continue to pursue a sound investment opportunity for its shareholders, but we cannot rule out that this conflict, or related matters like inflation or access to capital markets, will have an impact in our operations in due course. Financial developments 2021 The Ordinary Shares and Warrants were admitted to listing and trading on Euronext Amsterdam on 19 July 2021, raising €210,326,560 from a diversified investor base. Some of the financial highlights as at 31 December 2021 are: • Escrow Account plus working capital account balance: €213,902,452.41; • Trading price Ordinary Shares: €9.64 (closing price); and • Trading price Warrants: €0.38 (closing price). The Company did not generate any revenues in the financial year 2021. The expenses incurred by the Company in the financial year 2021 include, amongst others, transaction costs, audit and advisory 10 cost, legal fees, Directors' fees, bank costs and Negative Interest. This has resulted in an after-tax loss of €3,154,802.43 over the period from 7 April 2021 (date of incorporation of VAM Investments SPAC) until 31 December 2021. The result is attributable to the Negative Interest rate payable on the Escrow Account plus a change in the market value of the Warrants and incurring expenses, commissions and taxes in connection with the IPO and the subsequent search for a Business Combination. The Negative Interest in respect of the IPO Proceeds held in the Escrow Account from 21 July 2021 to 31 December 2021 was paid from the part of the Negative Interest Cover deposited in the Escrow Account, so that the entire amount of IPO Proceeds was still held in the Escrow Account on 31 December 2021. Corporate Social Responsibility The Company aims to complete a Business Combination with a Targ et that i s commi tte d to str ong environmental, social, and corporate governance (ESG) practices. The executive Directors believe that the most successful companies of the next decade will find solutions to address challenges that contribute to positive outcomes and unlock lasting economic value. The executive Directors believe that by investing in a more inclusive and sustainable future, a company can consistently create both long-term economic value and measurable societal impact. Code of Conduct The Board has adopted a code of conduct ("Code of Conduct") that applies to its Directors and any person working, under a contract of employment, service or otherwise performing tasks for the Company. The principles and best practices established in the Code of Conduct reflect the corporate culture that the Board wants to embed in the day-to-day routine of these individuals. The Code of Conduct includes topics such as employees' and human rights, health and safety, gifts, anti-bribery and confidential information. The Code of Conduct can be found on the Company's website. The Directors and employees of the Company are offered the opportunity to report irregularities or suspicions with regards to the Code of Conduct, safety policies or any form of misbehaviour without bringing their (legal) position in jeopardy. Reporting of such instances can be done to designated persons. The whistleblowing policy is included in the Code of Conduct. No irregularities were reported in the financial year 2021. Insider trading policy The Company has implemented regulations covering security transactions by the members of the Board and other employees. The Insider trading policy is published on the Company's website. The insider trading policy aims to promote compliance with the relevant obligations and restrictions under applicable securities law. Research and Development Due to the nature of the Company as a SPAC, it does not conduct any research and development activities. Special circumstances At the date of this management report, there have been no special circumstances, not included in the Financial Statements (as defined below), that have affected expectations. 11 Risks and Uncertainties Below is a summary of our risks, particularly as a SPAC prior to the completion of a Business Combination, our willingness to take on risks in pursuit of our strategic objectives (i.e., our risk appetite), an indication of the likelihood of any of these risks materialising and the potential impact thereof. Further reference is made to the description of risks relating to the Company included in the Prospectus, particularly risks that may be of relevance to the Company after the completion of a Business Combination and risks relating to our securities. Additional risks not known to us, or currently believed not to be material, could later turn out to have a material impact on our business, revenue, assets, liquidity, capital resources or net income. The Company's risk management objectives and policies are consistent with those disclosed in the Prospectus. Risk category Risk description Risk appetite Likelihood Potential impact Strategic The Company may face significant competition for Business Combination opportunities Medium Medium High Strategic There is no assurance that the Company will identify suitable Business Combination opportunities or complete a Business Combination by the Business Combination Deadline Medium Medium High Strategic The ability of the Company to negotiate a Business Combination on favourable terms could be affected by the limited time to complete the Business Combination Medium Low Medium Financial The Company could be constrained by the need to finance redemptions of Ordinary Shares from any Shareholders that decide to redeem their Ordinary Shares in connection with a Business Combination High Medium Medium Financial In connection with the Business Combination, the Company may need to arrange third party financing which it may be unable to obtain on favourable terms or at all Low Low Medium 12 Risk category Risk description Risk appetite Likelihood Potential impact Operational The Company depends on its Directors and CFO to identify potential Targets and execute the Business Combination, and the loss of the services of such individuals could have a material adverse effect on the Company's business, financial condition, results of operations and prospects Low Low Medium Operational The Company's search for a Target and the Target's business, if acquired, may be materially adversely affected by the COVID-19 pandemic and/or other matters of global concern High Medium Low Operational Since the Founder Shares and Founder Warrants will have substantially no value if the Business Combination is not completed, a conflict of interest may arise for the Sponsor and the Directors and CFO when determining whether a particular Target is appropriate for a Business Combination Low Low Low To the ex ten t poss ibl e, for ea ch ris k fact or des cri bed be low, we se t out how we be lie ve we mit iga te these risks. However, we may not be successful in deploying some or all of these mitigating actions effectively. If circumstances occur or are not sufficiently mitigated, our business, financial condition, results of operations and prospects could be material adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which may include forward- looking statements, or could impact our ability to meet our objectives or be detrimental to our financial condition or reputation. The Company may face significant competition for Business Combination opportunities The Company may encounter significant competition in some or all of the Business Combination opportunities that it may explore, which may reduce the number of potential Targets available or increase the consideration the Company will need to pay to successfully acquire such Target. 13 The Company may compete with larger, better funded and/or more established companies, including strategic buyers, sovereign wealth funds, other SPACs from both Europe and the United States, and public and private investment funds, many of which may be well established and have extensive experience identifying and completing business combinations. A number of these competitors may also possess greater technical, human and other resources than the Company, have a greater ability to source investment opportunities, and/or be better placed to complete a Business Combination than the Company, in particular due to a lack of the internal or external constraints or restrictions which apply to the Company, as a SPAC. As a result of this competition, the Company may be unable to complete a Business Combination, even after having spent considerable time negotiating with the Target , or may be re qui re d to engag e in a co mpeti tiv e bi ddin g pr oce ss th at it may lo se, whi ch co uld result in the Company facing substantial unrecovered transaction costs, legal costs or other expenses. Increased competition may also decrease the Company's leverage in negotiations and may limit the time available to engage in due diligence. In addition, even if the Company does successfully complete a Business Combination, the consideration it pays may be higher than would otherwise have been the case, absent having to compete for the Target, as a result of which the effective return on investment for investors may be lower than might otherwise have been the case, and the Company would have fewer financial resources available to further grow the Target. The Company believes that, with approximately 200 years of combined sector experience, the depth of its Board and broader leadership team's sector expertise and industry relationships is an important differentiator in attracting high-quality and proprietary deal flow. Moreover, the Board has a proven track record with leading global brands, including Bulgari, LVMH and Tiffany & Co, amongst others, of optimising companies' journey to the public market, as well as in delivering significant value in connection with acquisitions. This provides the Company with a competitive advantage in identifying acquisition opportunities to complete the Business Combination. There is no assurance that the Company will identify suitable Business Combination opportunities or complete a Business Combination by the Business Combination Deadline The success of the Company's business strategy is dependent on its ability to identify suitable Business Combination opportunities. The Company believes it is appropriately prepared to find a suitable Business Combination opportunity. However, the Company cannot estimate how long it will take to identify suitable Business Combination opportunities or whether it will be able to identify any suitable Business Combination opportunities at all by the Business Combination Deadline. If the Company fails to complete a proposed Business Combination, it may be left with substantial unrecovered transaction costs, potentially including substantial break fees, legal costs or other expenses. Furthermore, even if an agreement is reached relating to a Tar get , the Company may fail to complete such Business Combination for reasons beyond its control, including due to a failure to obtain Target shareholder approval or requisite regulatory approval. Any such event will result in a loss to the Company of the related costs incurred, which could materially adversely affect subsequent attempts to identify and acquire a stake in another target business. Moreover, if the Company fails to complete the Business Combination by the Business Combination Deadline, it intends to, as soon as reasonably possible, initiate an Ordinary Share repurchase procedure and, subsequently, implement a Liquidation. See "No Business Combination by the Business Combination Deadline" above. In such circumstances, there can be no assurance as to the value of the remaining assets at the time of any such distribution, either as a result of costs from an 14 unsuccessful Business Combination or from other factors, including disputes or legal claims that the Company is required to pay, the cost of the dissolution and Liquidation process, applicable tax liabilities or amounts due to third-party creditors. Therefore, investors may receive less than they invested in the Company or nothing at all. The Company believes that the long-standing presence, reputation, visibility, operational experience and extensive network of relationships in the Target Sector developed by (affiliates of) the Sponsor, as well as the Directors, including in the Target Segments should provide the Company with an advantage in accessing Business Combination opportunities in this space and allow therefore unique access to off-market transactions (i.e. transactions that involve a Target that is not widely known in the market to be available for acquisition) prior to the Business Combination Deadline. In addition, the (financial) risk for our shareholders is largely mitigated as, subject to the limited circumstances described in the Prospectus, if no Business Combination is completed, the exposure of holders of Ordinary Shares is generally limited to any Negative Interest incurred in excess of the Negative Interest Cover and, if any, costs or third-party claims that are not covered by the Costs Cover or the Sponsor's indemnification of the IPO Proceeds under the conditions set out in the letter agreement entered into on 16 July 2021 between the Sponsor, the Directors, the CFO and the Company (the "Letter Agreement") and published on the Company's website. The ability of the Company to diligence and negotiate a Business Combination on favourable terms could be affected by a potential Target being aware of the Company's limited business objective and time to complete the Business Combination Sellers of potential Targ ets are most likely aware that the Company must complete a Business Combination by the Business Combination Deadline, failing which it will have to redeem the Ordinary Shares, wind-up its operations and liquidate. The Business Combination will require the Company to call a General Meeting, and the notice of this meeting must be given to Shareholders at least 42 calendar days prior thereto, effectively reducing the amount of time the Company has to complete a Business Combination. Sellers may use this information as leverage in negotiations with the Company relating to a Business Combination, knowing that if the Company does not complete a Business Combination with a particular Target, the Company may be unable to complete a Business Combination with any other Target by the Business Combination Deadline. This risk will increase as the Company gets closer to the Business Combination Deadline. This could affect the ability of the Company to negotiate a Business Combination on favourable terms and disadvantage the Company against other potential buyers. As a consequence, the Company may be unable to complete a Business Combination by the Business Combination Deadline and therefore be forced to liquidate or, if it does complete a Business Combination, the effective return on investment for investors may be lower than could have been the case absent these time pressures. In addition, as the Company moves closer to the Business Combination Deadline, it will have less time to conduct due diligence. As a result, it may not have the time required to conduct the due diligence necessary for it to be confident enough in a Target to enter into a Business Combination with that Ta rge t. Alte rna tiv el y, i t may e nte r i nt o the B usi nes s Com bi nati on on t erm s tha t i t may not have accepted had it been able to undertake more comprehensive diligence, or it may enter into a Business Combination with a Target that it would not have acquired if it had more time to conduct diligence. These circumstances could expose the Company to undiscovered liabilities for which it may not be indemnified, or might result in it acquiring a poor quality Targ et. 15 To mit igate this r isk, t he Co mpa ny is commi tte d to complete a Business Combination sooner rather than later, but it will not compromise on key deal terms solely because of the limited time left to complete a Business Combination. The Directors view time pressure not to be a significant determining factor for their decisions in identifying and selecting a target business. The Company could be constrained by the need to finance redemptions of Ordinary Shares from any shareholders that decide to redeem their Ordinary Shares in connection with a Business Combination Any redemptions by Ordinary Shareholders who exercise their right to have their Ordinary Shares repurchased by the Company in connection with the Business Combination (the "Redeeming Shareholders") will reduce the funds available to effect a Business Combination and, as such, the Company may not have sufficient funds available to complete the Business Combination, or to satisfy any minimum cash conditions under the transaction agreement, absent raising additional capital. If the aggregate cash consideration the Company would be required to pay for all Ordinary Shares that are validly submitted for redemption, plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination, exceed the aggregate funds available to the Company, the Company would need to source additional financing or elect not to complete the Business Combination. Although there can be no assurance that the Company would be able to source additional financing on acceptable terms or at all, if it was able to do so, it could increase the Company's overall financing costs, which could materially adversely affect the post-Business Combination Company's business, financial condition, results of operations and prospects, and dilute the interests of Ordinary Shareholders, which could reduce their control over the Company and their ability to profit from their investment in the Company. If the Company instead elects to forgo the Business Combination opportunity, it would not redeem any Ordinary Shares, and all Ordinary Shares submitted for redemption would be returned to the applicable Redeeming Shareholders, and the Company would then need to either seek an alternative Business Combination opportunity or else liquidate. The Company will seek to mitigate this risk by working with multiple scenarios in its discussions with potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the seller(s) of such Target, of any minimum cash conditions. See also "In connection with the Business Combination, the Company may need to arrange third party financing which it may be unable to obtain on favourable terms or at all." In connection with the Business Combination, the Company may need to arrange third party financing which it may be unable to obtain on favourable terms or at all Although the Company has not yet identified any specific prospective Targets and cannot currently predict the amount of additional capital that may be required to complete a Business Combination, the funds available to the Company at the completion of the IPO may not be sufficient to complete a Business Combination of the size contemplated by the Company. If the Company has insufficient funds available, it may, subject to any applicable requirement to obtain Shareholder approval, have to issue a substantial number of additional Ordinary Shares via a private investment in public equity, or private investment in public equity (PIPE) transaction, or other securities, or a combination of both, including through redeemable or convertible debt securities, to consummate a Business Combination, particularly as it intends to focus primarily on companies in the Target Sector with an enterprise value 16 between €1,000,000,000 and €3,000,000,000, although it may pursue Targets with smaller or larger enterprise values. To th e ex ten t ad dit ion al f ina nci ng i s ne ces sary to f und the Bus ine ss C ombin ati on a nd i t r emain s unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled to either restructure or abandon the proposed Business Combination, or proceed with the Business Combination on less favourable terms, which may reduce the Company's return on investment. The Company will seek to mitigate this risk by working with multiple scenarios in its discussions with potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the seller(s) of such Target, of any minimum cash conditions. If the Company were to require additional financing, the Company would conduct a comprehensive analysis in close consultation with investment banks on the feasibility of an equity raise or debt financing, potentially including seeking conditional commitments from prospective investors under strict wall-crossing procedures, prior to proposing the Business Combination opportunity to the Business Combination EGM. The Company depends on its Directors and CFO to identify potential Targets and execute the Business Combination, and the loss of the services of such individuals could have a material adverse effect on the Company's business, financial condition, results of operations and prospects The Directors and the CFO are responsible for, among other things, the planning and execution of the Company's strategies, and identifying and executing a potential Business Combination opportunity. Consequently, the Company's success will depend on the relationships, skills, expertise and experience of its directors and executives. The departure of any of these individuals could therefore adversely affect its ability to execute its strategy. The Company is dependent on a relatively small group of individuals, including Francesco Trapani and Marco Piana. In particular, as announced by the Company on 27 August 2021, the Board granted Francesco Trapani a temporary leave of absence from his role on the Board effective through the end of 2021 for reasons connected to his health. The other Directors all expressed their willingness to devote to the Company any amount of time as may be required and, fortunately, Francesco Trapani has as of 1 January 2022 fully picked up his role on the Board again. Although there is currently no indication that any of these individuals will not remain with the Company for the immediate or foreseeable future, the Company cannot assure investors they will and it does not have key-man insurance on the life of any of them. The loss of the services of any of these individuals could have a detrimental effect on the Company, including on its ability to identify potential Targets, successfully consummate a Business Combination or otherwise execute its strategy. This risk is mitigated by the fact that the Company has a pro-active Board and CFO. The Company feels these individuals are well placed, and they have all expressed their willingness to devote to the Company any amount of time as may be required, to achieve the Company's business objectives, in particular the successful consummation of a Business Combination. The Company is furthermore supported by the Sponsor pursuant to the Administrative Services Agreement, pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. 17 The Company's search for a Target and the Target's business, if acquired, may be materially adversely affected by the COVID-19 pandemic and/or other matters of global concern As part of the Company's due diligence of a Target, it will consider the financial and operational performance and overall resilience of the Target during the COVID-19 pandemic and/or other matters of global concern (including, but not limited to, warfare, terrorist attacks, natural disasters or significant outbreaks of other infectious diseases). However, past performance of a Target cannot guarantee future results, and the Company cannot offer any assurance that a Target that has performed well relative to other businesses since the onset of the COVID-19 pandemic would not be materially and adversely affected by the effects of COVID-19 in the future or by the effects of another matter of global concern. Furthermore, the Company may be unable to complete a Business Combination if continued concerns relating to the COVID-19 pandemic or other matters of global concern restrict travel, limit the ability to conduct due diligence and to have meetings with potential Targets and sellers, and ultimately to negotiate and complete a Business Combination in a timely manner. As a result of the recent vaccination efforts by national governments, economic growth (globally and, in particular, in the European Union and the United States) has substantially recovered since the onset of the COVID-19 pandemic. The Company believes that its targeted industry focus and investment criteria will allow it to successfully source Targets. However, the extent to which the COVID-19 pandemic or other matters of global concern impact the search for a Business Combination will depend on future developments which are highly uncertain and cannot be predicted. For example, the emergence of a new COVID-19 variant may result in measures such as travel bans and restrictions, curfews, quarantines, lock downs and the mandatory closure of certain businesses. If the disruptions posed by the COVID-19 pandemic and/or other matters of global concern continue or worsen, the Company's ability to complete a Business Combination, or the operations of a Target with which the Company ultimately completes a Business Combination, could be materially adversely affected. In addition, the Company's ability to complete a Business Combination may depend on its ability to raise additional equity and/or debt financing, which may be affected by the COVID-19 pandemic and other matters of global concern, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to the Company or at all. In particular, the ongoing dispute between Russia and Ukraine, which may escalate in the upcoming months and may disrupt energy markets and the supply of gas to Europe, is likely to contribute to increased market volatility and uncertainty. See "In connection with the Business Combination, the Company may need to arrange third party financing which it may be unable to obtain on favourable terms or at all." Since the Founder Shares and Founder Warrants will have substantially no value if the Business Combination is not completed, a conflict of interest may arise for the Sponsor and the Directors and CFO when determining whether a particular Target is appropriate for a Business Combination Subject to the terms and conditions set out in the Prospectus, the Sponsor will realise economic benefits from its investment in the Company only if the Company consummates the Business Combination. If the Company fails to consummate the Business Combination by the Business Combination Deadline, the Sponsor will not be entitled to redeem the Founder Shares under any repurchase procedure and, in accordance with the Articles of Association, will not receive liquidation 18 distributions on the Founder Share F1 or the Founder Shares before the holders of Ordinary Shares have received €10.00 per Ordinary Share. The Sponsor is therefore likely to, in such a scenario, lose all or substantially all of its investment (amounting to €9,809,796.80) in the Company. In addition, Francesco Trapani and Marco Piana each hold investments in the Sponsor and other members of its group of companies and all of the Directors and the CFO have a beneficial interest in the Founder Shares through an investment in a special class of non-voting tracking stock issued by the Sponsor. These persons are therefore similarly situated to the Sponsor with respect to the above conflicts of interest. The personal and financial interests of the Sponsor and the Directors and CFO may therefore influence their motivation to identify and select a Target, complete a Business Combination and influence the operation of the post-Business Combination company. As such, these individuals' incentive to complete a successful Business Combination is greater than that of other investors, which may cause the Company to propose a Business Combination to the Business Combination EGM that would mitigate these individuals' own potential financial losses, but cause the investment of holders of Ordinary Shares to be worth less than they would get in the event of a repurchase of Ordinary Shares or a subsequent dissolution and Liquidation of the Company. This risk may become more acute as the Business Combination Deadline nears or if overall market conditions deteriorate. However, to the extent a Business Combination is approved, the Company will repurchase Ordinary Shares held by Ordinary Shareholders that so wish, irrespective of whether and how they voted at the Business Combination EGM. Risk management and control systems The Board is responsible for the control environment, including risk management and internal control systems in order to properly manage the strategic, operational and other risks and uncertainties that could have a material adverse effect on the Company's business and day-to-day operations. The applicable risks and uncertainties for the Company are evaluated on a periodic basis by the executive Directors and discussed with the non-executive Directors. The Company considers the risk of fraud and other dishonest activities within the Company to be limited, inter alia, because it does not have any employees that may enrich themselves by misappropriating resources and the Company does not engage with customers. Moreover, the IPO Proceeds are held in the Escrow Account and may only be released under strict conditions set out in the escrow agreement published on the Company's website. The Company has a set of internal control measures and compliance policies, a sufficient level of segregation of duties and a reporting and monitoring framework. In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the executive Directors are of the opinion that, to the best of their knowledge: • the report of the Board provides sufficient insights into any deficiencies in the effectiveness of the internal risk and control systems, and no deficiencies in the effectiveness of the internal risk and control systems have been identified; • the internal risk management and control systems of the Company provide reasonable assurance that the financial reporting as included in the Financial Statements do not contain any material inaccuracies; 19 • there is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities for at least twelve months, therefore, it is appropriate to adopt the going concern basis in preparing the financial reporting; and • there are no material risks or uncertainties that could reasonably be expected to have a material adverse effect on the continuity of the Company's operations in the coming twelve months. Dutch Corporate Governance Code The Company acknowledges the importance of good corporate governance and agrees with the general approach and with the majority of the provisions of the Dutch Corporate Governance Code. However, considering the Company's nature as a SPAC, its interests and the interest of its stakeholders, it is expected that the Company will deviate from a limited number of best practice provisions, which are the following: Internal audit function (principle 1.3) The Company does not have an internal audit department. The non-executive Directors will remain involved with the execution of the internal audit function as stipulated in best practice provisions 1.3.1 to 1.3.5. The Board is of the opinion that adequate alternative measures have been taken in the form of the Company’s risk management and control systems, as outlined elsewhere in this report, and that it is presently not necessary to establish an internal audit function considering the nature of the Company as a SPAC. The need for an internal audit function is assessed on a yearly basis by the Board. Appointment and dismissal (best practice provision 1.3.1) The Company has not established an internal audit department nor appointed a senior internal auditor. Please refer to the explanation under principle 1.3. Assessment of the internal audit function (best practice provision 1.3.2) The Company has not established an internal audit department. Please refer to the explanation under principle 1.3. Internal audit plan (best practice provision 1.3.3) The Company has not established an internal audit department. Please refer to the explanation under principle 1.3. Performance of work (best practice provision 1.3.4) The Company has not established an internal audit department. Please refer to the explanation under principle 1.3. Reports of findings (best practice provision 1.3.5) The Company has not established an internal audit department. Please refer to the explanation under principle 1.3. Company secretary (best practice provision 2.3.10) The Company has not appointed and does not intend to appoint a company secretary in order to maintain a small and cost-efficient organisation during its search for a Business Combination. Until such time, the Company will benefit from the secretarial services provided by the Sponsor pursuant to the Administrative Services Agreement. 20 Majority requirements for dismissal and overruling binding nominations (best practice provision 4.3.3) All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holders of Founder Shares on the recommendation of the Board. The one Director referred to in the previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the meeting of the holders of Founder Shares. Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued share capital of the Company, unless the dismissal is proposed by the Board, in which case a simple majority of the votes would be sufficient. The possibility of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded in the Articles of Association. The Company believes that prior to the Business Combination these provisions support the continuity of the Company's management and its business and that those provisions, therefore, are in the best interests of its shareholders and other stakeholders. Conflicts of interest The Board rules include provisions on the procedures to be followed in the event of a conflict of interest. The Company applies a related party transaction policy to set out the internal rules for related party transactions in line with applicable legislation and the Dutch Corporate Governance Code. There have been no material related party transactions that do not follow normal business dealings or that are not entered into under normal market conditions with related parties as defined in Section 2:167 of the Dutch Civil Code. The Company therefore complied with the best practice provisions 2.7.3, 2.7.4 and 2.7.5 of the Dutch Corporate Governance Code. Takeover Directive (Article 10) In the context of the EU Takeover Directive (Article 10) Decree (Besluit artikel 10 overnamerichtlijn), the following notifications must be given insofar as they are not included in this management report. Limitations on the transfer of shares The Company has not imposed any limitations on the transfer of its shares and therefore there are no outstanding or potential protection measures against a takeover of control of the Company. The Sponsor is bound by a contractual lock-up undertaking with respect to the Founder Shares, the Founder Warrants and the Founder Share F1 and or Ordinary Shares received upon completion of the Business Combination Date or in connection with conversion on a 5.68-for-1 basis (in each case, as a result of the conversion of Founder Shares), the terms and conditions of these undertakings are set out in the Letter Agreement and described in the Prospectus. Substantial holdings The Company and its shareholders are not subject to the substantial shareholdings and voting rights notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht). Material Subsidiaries The Company does not have any subsidiary. Special controlling rights Other than as disclosed below, no special controlling rights are attached to the shares in the Company. 21 Founder Shares The Founder Shares have the same voting rights attached to them as Ordinary Shares, except that prior to or in connection with the completion of the Business Combination, only the Sponsor in its capacity as holder of Founder Shares will have the right to vote in respect of (i) the appointment and dismissal of all but one Director (which Directors will be appointed and dismissed following a recommendation by the Board) and (ii) the nomination of one Director by way of binding nomination (which Director will be appointed and dismissed by the General Meeting). Founder Share F1 The Founder Share F1 held by the Sponsor entitles its holder to cast four votes in any General Meeting for each issued and outstanding Founder Share at the record date of that General Meeting, subject to the contractual limitation described below under "Limitations on voting rights". The Founder Share F1 allows its holder to attend a General Meeting and satisfy a quorum requirement which may be needed to adopt a resolution to complete a Business Combination through a legal merger, whether domestic or cross-border. Were such quorum not represented at the relevant General Meeting, the adoption of such resolution would require a majority of at least two-thirds of the votes cast by virtue of Dutch law. System of control for equity incentive plans The Company does not have any equity incentive plans. Limitations on voting rights Other than as disclosed below, to the best of the Company's knowledge, the voting rights attached to the shares in the Company are not restricted, and neither are the terms in which voting rights may be exercised restricted. Founder Shares The Sponsor has agreed in the Letter Agreement to vote any shares in the Company (other than the Founder Share F1) held by it in favour of a proposed Business Combination and in favour of a proposed Liquidation. Founder Share F1 The Sponsor has agreed in the Letter Agreement not to cast any vote on the Founder Share F1 in any General Meeting in respect of any resolution, including a resolution to complete a Business Combination. Appointment and dismissal of Directors and amendment of the Articles of Association Appointment and dismissal of Directors All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holders of Founder Shares on the recommendation of the Board. The one Director referred to in the previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the meeting of the holders of Founder Shares. The relevant meeting may only vote on a resolution to appoint a Director who is listed as a candidate on the agenda of the meeting or the explanatory notes thereto. Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued share capital of the Company, unless the dismissal is proposed by the Board, in which case a simple majority of the votes would be sufficient. The possibility of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded in the Articles of Assocation. 22 The Articles of Association provide that a Director may be suspended by the corporate body of the Company that is authorised to appoint such Director. An executive Director may also be suspended by the Board. A suspension can be discontinued by the General Meeting at any time. A suspension may be extended one or more times, but may not last longer than three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end and the Director shall be reinstated. The Articles of Association provide that the Board shall consist of one or more executive Directors and two or more non-executive Directors. The majority of the Board shall consist of non-executive Directors. The total number of Directors (including the number of executive Directors and non- executive Directors) shall be determined by the Sponsor through its Founder Shares. The non-executive Directors have prepared a profile (profielschets) of the size and composition of the Board, taking account of the nature of the Company and the business connected with it. This board profile addresses: (i) the desired expertise and background of the executive Directors and non- executive Directors; (ii) the desired composition of the Board in terms of diversity; (iii) the size of the Board; and (iv) the independence of the non-executive Directors. The profile is available free of charge on the Company's website. Amendment of the Articles of Association The General Meeting may pass a resolution to amend the Articles of Association, but only on a proposal of the Board that has been stated in the notice of the General Meeting. In the event of a proposal to the General Meeting to amend the Articles, a copy of such proposal containing the verbatim text of the proposed amendment will be deposited at the Company's office, for inspection by its shareholders and other persons holding meeting rights, until the end of the meeting. Furthermore, a copy of the proposal will be made available free of charge to the Company's shareholders and other persons holding meeting rights from the day it was deposited until the day of the meeting. Under Dutch law, a resolution of the General Meeting to amend the Articles of Association that has the effect of reducing the rights specifically attributable to shares of a particular class is subject to approval of the meeting of holders of shares of that class. Neither the resolution of the General Meeting nor the approval of that class is subject to any qualified majority or quorum requirements. Pursuant to the Letter Agreement, the Sponsor and the Directors have agreed they will not propose any amendment to the Articles which materially and adversely affects the rights of holders of Ordinary Shares (each such amendment, an "Amendment"), unless the Company initiates a repurchase procedure, allowing the holders of Ordinary Shares to, upon approval of any Amendment, redeem their Ordinary Shares and receive a pro rata share of funds in the Escrow Account, which, as a result of the Negative Interest Cover, is anticipated to be €10.00 per Ordinary Share. The Board's powers to issue shares and repurchase shares Pursuant to the Articles of Association, the Board has the authority to resolve to issue shares and/or grant rights to acquire shares or other equity or convertible instruments issued by the Company and restrict or exclude any pre-emptive rights in respect thereof. The Company may acquire fully paid shares in its own capital at any time for no valuable consideration (om niet). Furthermore, subject to certain provisions of Dutch law and the Articles of Association, the Board has the authority to resolve to repurchase fully paid-up shares in the Company's capital unless (i) the shareholders' equity less the payment required for the repurchase falls below the reserves required by Dutch law or its Articles of Association or (ii) the Board is aware 23 or should reasonably foresee that after such repurchase the Company will not be able to continue to pay its due and payable debts. Significant agreements and changes in the control of the Company The Company does not have any such agreements. Redundancy agreements in the event of a public takeover bid The Company has not concluded any agreements with any Director or employee that provides for any severance pay in the case of a termination of employment in connection with a public bid within the meaning of Article 5:70 of the Dutch Financial Supervision Act. 24 REPORT OF THE NON-EXECUTIVE DIRECTORS The non-executive Directors' main responsibility is to supervise and advise the executive Directors in their search for a Business Combination and the manner in which the Company's strategy is implemented. The non-executive Directors also focus on the effectiveness of the Company's internal risk management and control systems and the integrity and quality of the financial reporting. Composition The Company will leverage the extensive experience of its Board, especially in the Tar get Sector. Thanks to the Directors' extensive relationships in the Ta rget Sec tor, as well as their broad deal sourcing networks (both in terms of active and passive deal flow origination), the Company will have direct access to several potential Targets. Moreover, the members of the Board have proven track records of leading companies to a public listing and realizing post-merger value. In addition to Francesco Trapani and Marco Piana, as the Company's Chairman and CEO, respectively, the following people act as independent 1 non-executive Directors. Name Age Position Gender Nationality René Abate ............. 72 Chairperson non-executive Director Male France Beatrice Ballini ........ 63 Non-executive Director Female Italy Thomas Walker ....... 59 Non-executive Director Male U.S. René Abate René Abate has been serving as an independent, non-executive Director and chairperson of the Board since the Settlement Date. He was a core member of the Consumer, Luxury, Marketing, Sales & Pricing and Strategy practices at The Boston Consulting Group from 1974 to 2015. René has held a wide range of leadership positions, including head of the Paris office and chairman of BCG Europe. He also served as member of BCG's worldwide Executive Committee. He is now a senior advisor of BCG. René currently serves as chairman of the advisory committee of Fapi, the private equity arm of the Rothschild Merchant Bank. He is managing partner at Delphen and president of Loanboox sas, the French subsidiary of a Swiss financial technology company. He has previously sat on the boards of Carrefour, Atos, LFB and the Ecole Nationale des Ponts et Chaussées. René has a degree in civil engineering from Ecole Nationale des Ponts et Chaussées (MS) and an MBA from Harvard Business School. He is chevalier de la legion d'honneur. Thomas Walker Thomas Walker has been serving as an independent, non-executive Director since the Settlement Date. He is co-founder of CCMP Capital (formerly J.P. Morgan Partners), a global private equity investment firm. He managed the European investment effort out of London and served as global co- head of the Consumer and Retail investment practice. Thomas resigned from CCMP in 2018, after 17 years with the firm. Prior to CCMP, Thomas worked in the New York-based investment banking divisions of J.P. Morgan, Credit Suisse and Drexel Burnham Lambert. He is also a non-executive director at PureGym. He was involved in multiple debt and equity financings and numerous M&A 1 Within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the Dutch Corporate Governance Code. 25 transactions. Thomas is a graduate of the University of Wisconsin (BA) and University of Chicago (MBA). Beatrice Ballini Beatrice Ballini has been serving as an independent, non-executive Director since the Settlement Date. She has been a core member of Russell Reynolds Retail Practice for 24 years and is a steering committee member of the CEO Advisory Partners group. She also sits on the board of Coty Inc., an American multinational beauty company, as an independent director and, since June 2021, Beatrice chairs the Nomination, Remuneration and Governance Committee of Coty Inc. Previously, Beatrice was the chief executive officer of Truzzi, a prominent men's clothing manufacturer in Milan and assisted with the company's strategic growth. Prior to this, she spent four years with Goldman Sachs & Co. in New York as a Vice President of Mergers and Acquisitions. Beatrice began her career with Bain & Co., first in London and later in Boston as a Manager. Beatrice received her BA in chemical engineering from the Polytechnic of Milan and her MS in ocean engineering from Massachusetts Institute of Technology ("MIT"). She then received her MBA from the MIT Sloan School of Management, where she was awarded the Brooks Prize. Meetings and attendance The non-executive Directors held 3 (three) regular meetings prior to the release of the financial statements. All such meetings were attended either in person or via conference call by Francesco Trapani, Marco Piana and all non-executive Directors, except for the meeting held on December 1 st , 2021 which was held during Francesco Trapani’s temporary leave of absence from his role on the Board. In addition, a few meetings were held without the executive Directors, such as the meeting where the non-executive Directors discussed their own functioning. All non-executive Directors attended all the meetings, as such the absenteeism rate is zero. Other than the Audit Committee, the Board has not installed any standing committees as this is not required under Dutch law or the Dutch Corporate Governance Code based on the current composition of the Board. If the Board would in the future consist of more than four non-executive members, it should, in addition to the existing Audit Committee, appoint from among its members a remuneration committee and a selection and appointment committee to remain in compliance with the Dutch Corporate Governance Code. Audit Committee The Company has an Audit Committee, consisting of René Abate, Beatrice Ballini and Thomas Walker. The duties of the Audit Committee include: • informing the Board of the results of the statutory audit and explaining how the statutory audit has contributed to the integrity of the financial reporting and how the Audit Committee has fulfilled this process; • monitoring the financial reporting process and making proposals to safeguard the integrity of the process; • monitoring the effectiveness of the internal control systems, the internal audit system, if any, and the risk management system with respect to financial reporting; • monitoring the statutory audit of the annual accounts, and in particular the process of such audit taking into account the assessment of the AFM in accordance with Section 26, subsection 26 6, of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities (the "EU Regulation"); • assessing and monitoring the independence of the external auditor with particular attention to the provision of ancillary services to the Company; and • establishing the procedure for selecting the statutory auditor or audit firm and the nomination for the engagement to perform the statutory audit in accordance with Section 16 of the EU Regulation. The Audit Committee's terms of reference are available free of charge on the Company's website. Prior to the release of the financial statements, all members of the Audit Committee attended 2 (two) regular meeting. Matters discussed during these Audit Committee meetings include: • the appointment of Beatrice Ballini as Chairperson of the Audit Committee; • the supervision of the integrity and quality of the Company’s financial reporting and the effectiveness of the Company’s internal risk management and control systems; and • the assessment of the independence of the external auditor. Internal audit function The Company does not have an internal audit function. The need for an internal audit function is assessed on a yearly basis by the Board. The Board concluded that an internal audit function is not necessary due to the nature of the Company as a SPAC. External auditor The Board has evaluated the activities performed for the Company by Mazars Accountants N.V. ("Mazars"). It is apparent that Mazars is capable of forming an independent judgment concerning all matters that fall within the scope of its auditing task; there is a good balance between the effectiveness and efficiency of their actions, for example in relation to auditing costs, risk management and reliability. Term of appointment of the Directors All Directors have been appointed for a term until the end of the annual general meeting of the Company in 2024, subject to certain termination provisions. Diversity As from the Settlement Date, the Company has adopted a diversity policy, which, among other things, addresses the diversity aspects that are relevant to the Company. The aim is to comprise the Board of a mix of talented and skilled individuals, with different backgrounds in education and (work) experience and diverse competences. The full text of the diversity policy is available free of charge on the Company's website. As from 1 January 2022, the bill on gender diversity quota (Wet inzake evenwichtige man vrouw verhouding in de top van het bedrijfsleven) has entered into force, requiring the supervisory board or the non-executive directors of a one-tier board of a Dutch listed company to comprise at least one- 27 third women and at least one-third men. Appointments not in accordance with this quota should be regarded as null and void (nietig). The quota will apply to new appointments of supervisory or non- executive directors made after the bill comes into force. A supervisory or non-executive director who is eligible for reappointment can be reappointed if his or her reappointment takes place within eight years of the year of the first appointment, even if this reappointment would not make the male-female ratio more balanced. As of 31 December 2021, the Board included one female non-executive Director and two male non- executive Directors and the Company is therefore in compliance with the applicable gender diversity quotum. Functioning of the Board and the non-executive Directors (evaluation accountability) The non-executive Directors discussed, in the absence of the executive Directors, their own functioning. The outcome of the evaluation is positive. Despite its relatively new composition, it was found that the non-executive Directors have rapidly organized themselves in an effective and efficient manner and considers the contributions of each non-executive Director to be complementary in nature. There is a good level of transparency amongst both the non-executive Directors amongst each other and the Board as a whole. The non-executive Directors' evaluation delivered areas for improvement and key topics for 2022, of which the most material relate to spending more time on discussing the strategy to find the right Targ et to form a Business Combination with and further strengthening the relationship amongst the non-executive Directors and the Board taken as a whole. The non-executive Directors conducted an annual review to identify any aspects with regard to which they require further training or education during their term of office. Given the nature of the Company as a SPAC and the various backgrounds and expertise from the non-executive Directors, each individual Board member has an own responsibility to train and educate itself on such topics as may be required. We shared our reflections with the non-executive Directors and had an individual discussion with each to discuss last year's performance, area of improvement and/or development and key priorities for 2022. Remuneration of the Directors and the CFO The Directors and the CFO were all appointed on 16 July 2021. The remuneration for the Directors and the CFO paid by the Company is set out below. Francesco Trapani is entitled to a gross annual fee of €35,000 for his position as executive Director and Chairman. Marco Piana is entitled to a gross annual fee of €50,000 for his position as executive Director and CEO. The compensation of Francesco Trapani and Marco Piana is invoiced by and paid to the Sponsor. Carlo di Biagio, CFO of the Company, is an external consultant and is entitled to a one-off fee of €50,000. Each non-executive Director is entitled to a gross annual fee of €35,000. These amounts are all periodically paid rewards. As of December 31 st , 2021, the following remuneration has already been paid to the Directors and the CFO: 28 Appointment Date Remuneration 2021 (€) of which paid in 2021 (€) Directors Francesco Trapani ...................................... 16/07/2021 17,500 8,750 Marco Piana ............................................... 16/07/2021 25,000 12,500 René Abate ................................................. 16/07/2021 17,500 8,750 Beatrice Ballini ............................................ 16/07/2021 17,500 8,750 Thomas Walker .......................................... 16/07/2021 17,500 8,750 CFO Carlo di Biagio ............................................ 16/07/2021 12,500 0 Total Directors and CFO 107,500 47,500 Any personal taxes due in relation to these fees or any other benefits deemed realised in relation to a Board position and/or, if applicable, the direct or indirect holding of Founder Shares and Founder Warrants and other interests in the Company are for the account of the relevant executive or non- executive Director. The remuneration of the Directors following a Business Combination, if any, shall be disclosed in the shareholder circular published in connection with the Business Combination EGM, will conform to applicable law and regulations, and is expected to be in line with market practice for similar companies. Interests of the Directors and the CFO None of the Directors and the CFO directly own any of the Ordinary Shares, Warrants, Founder Shares, the Founder Share F1 or Founder Warrants. However, Francesco Trapani and Marco Piana each hold investments in the Sponsor and therefore have an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. Number of Ordinary Shares Number of Founder Shares Percentage of voting rights through Shares Directors Francesco Trapani (1) ................................................. — 2,634,340 10.02 Marco Piana (1) ......................................................... — 1,311,911 4.99 René Abate .............................................................. — — — Beatrice Ballini ......................................................... — — — Thomas Walker ....................................................... — — — 29 Number of Ordinary Shares Number of Founder Shares Percentage of voting rights through Shares Directors CFO Carlo di Biagio ......................................................... — — — Note: (1) Indirect voting interest in respect of the Founder Shares held and exercised through his interest in the Sponsor. The Sponsor is controlled by Francesco Trapani through Argenta Holdings S.à r.l. (50.10% ownership), Marco Piana (24.95% ownership) and Tages S.p.A. (24.95% ownership). In addition, the Directors and the CFO indirectly participate in the performance of the Founder Shares through individual investments in a special class of non-voting tracking stock issued by the Sponsor. Directors Francesco Trapani Francesco Trapani holds investments in the Sponsor and therefore has an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Francesco Trapani, through his wholly owned entity Argenta Holding S.à r.l., indirectly participates in the Founder Shares through an investment of €2,882,600.00 in a special class of non-voting tracking stock issued by the Sponsor. Marco Piana Marco Piana holds investments in the Sponsor and therefore has an indirect interest in the Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Marco Piana indirectly participates in the Founder Shares through an investment of €165,000.00 in a special class of non- voting tracking stock issued by the Sponsor. René Abate René Abate, through his wholly owned entity Delphen S.à r.l., indirectly participates in the Founder Shares through an investment of €480,400.00 in a special class of non-voting tracking stock issued by the Sponsor. Beatrice Ballini Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000.00 in a special class of non-voting tracking stock issued by the Sponsor. Thomas Walker Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100.00 in a special class of non-voting tracking stock issued by the Sponsor. CFO 30 Carlo di Biagio Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800.00 in a special class of non-voting tracking stock issued by the Sponsor. Financial Statements and auditor's opinion The financial statements as prepared by the Board and included in this annual report (the “Financial Statements”) have been audited and Mazars has issued an unqualified opinion on them. The Financial Statements were extensively discussed by the Audit Committee and the Board in the presence of the external auditor. The Board is of the opinion that the Financial Statements meet all requirements for transparency and correctness. Therefore, the Board recommends that the General Meeting to be held on 30 May 2022 adopts the Financial Statements and the appropriation of the result and grants discharge to the individual members of the Board from liability for the exercise of their respective duties for the year under review. Result appropriation VAM Investments SPAC realised a loss of €3,154,802.43 The proposal to the General Meeting is to recognise this loss in other reserves. In accordance with the Articles of Association, the members of the Board have signed the Financial Statements to comply with their statutory obligation pursuant to Section 2:210, paragraph 2, of the Dutch Civil Code. Looking ahead The non-executive Directors wish to thank the executive Directors for their continued dedication and commitment in aiming to realise a Business Combination by the Business Combination Deadline. The non-executive Directors continue to advise and support the executive Directors in their search for a Business Combination and the manner in which the Company's strategy is implemented. On behalf of the non-executive Directors of VAM Investments SPAC Milan, 14 April 2022 _____ René Abate Non-executive Director and Chairperson 31 STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing this annual report in accordance with applicable laws and regulations. This annual report comprises the Directors' report, the Financial Statements and some other information. The Directors have prepared the annual report in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and the relevant provisions of the Dutch Civil Code. In preparing the annual report, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRS as adopted by the European Union and the relevant provisions of the Dutch Civil Code have been followed, subject to any material departures disclosed and explained in the annual report; and • prepare the annual report on the going concern basis, unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and enable them to ensure that the annual report complies with applicable law. The Directors have assessed whether the risk assessment executed showed any material failings in the effectiveness of the Company's internal risk management and control systems. Though such systems are designed to manage and control risks, they can provide reasonable, but not absolute, assurance against material misstatements. Based on this assessment, to the best of our knowledge and belief, no material failings of the effectiveness of the Company's internal risk management and control systems occurred and the internal risk and control systems provides reasonable assurance that the Financial Statements do not contain any errors of material importance. With reference to Section 5:25c, paragraph 2c, of the Dutch Financial Supervision Act, each of the Directors, whose names and functions are listed in the Directors' report, confirm that, to the best of their knowledge: • the Company's financial statements, which have been prepared in accordance with IFRS as adopted by the European Union and the relevant provisions of the Dutch Civil Code, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; • the Directors' report gives a true and fair view on the situation on the balance sheet date, the development and performance of the business and the position of the Company of which the financial information is included in the Directors' report and includes a description of the principal risks and uncertainties that the Company faces; and • having taken all matters considered by the Board and brought to the attention of the Board during the financial year into account, the Directors consider that the annual report, taken as a whole is fair, balanced and understandable. The Directors believe that the disclosures set out in this annual report provide the information necessary for shareholders to assess the Company's position, performance, business model and strategy. After conducting a review of management analysis, the Directors have reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. 32 For this reason, the Directors consider it appropriate to adopt the going-concern basis in preparing the annual report. On behalf of the Directors of VAM Investments SPAC Milan, 14 April 2022 ____ ___ Francesco Trapani Marco Piana Executive Director Executive Director _____ ___ René Abate Thomas Walker Non-Executive Director Non-Executive Director ___ Beatrice Ballini Non-Executive Director 33 Financial Statements for the period 7 April 2021 to 31 December 2021 Statement of profit and loss and other comprehensive income in EUR '000 Notes Form 7 April 2021 to 31 December 2021 Other expenses 4 -923 Operating expenses -923 Operating Loss -923 Fair Value adjustment on Market Warrant 14 1,788 Interest Income 10 Effective Interest on Ordinary shares subject to redemption 5 -3,540 Interest expenses on Escrow 6 -489 Finance income and expenses -2,232 Nel loss before income tax -3,155 Income Tax 7 0 Net Loss for the period -3,155 Other comprehensive result for the period 0 Total comprenhensive loss for the period -3,155 Earning per shares Basic earnings per share (EUR) 8 -0.15 Diluted earnings per share (EUR) 8 -0.15 34 Statement of financial position in EUR '000 Notes 31 December 2021 7 April 2021 ASSETS Non Current Assets Other Financial Assets 11 210,947 0 Total Non current assets 210,947 0 Current Assets Other receivables 12 2 0 Cash and cash equivalents 13 2,955 0 Other current assets 14 753 0 Total current assets 3,710 0 Total Assets 214,658 0 EQUITY AND LIABILITES Equity Issued share capital 15 53 0 Share premium 15 9,757 0 Results for the year -3,155 0 Total current assets 6,655 0 Liabilities Non-current liabilities Reedemable ordinary shares 16 196,383 0 Deferred Underwriting Fee 16 7,361 Market Warrant 16 3,996 0 Total non-current liabilities 207,740 0 Current liabilities Other Payable 17 262 0 Total non-current liabilities 262 0 Total Liabilities 208,003 0 Totale equity and liabilities 214,658 0 35 Statement of changes in equity In EUR 000 Share Capital Share Premium Result for the year Total Equity Opening Balance 0 0 0 0 Issuance of Founder Shares 53 9,757 9,810 Profit (loss) for the period -3,155 -3,155 Closing Balance - 31 December 2021 53 9,757 -3,155 6,655 Statement of cash flows In EUR ‘000 Notes 2021 Cash flows from operating activities Operating Loss -923 Interest paid 6 -489 Interest Income 10 (Increase)/Decrease in working capital: - Increase other receivables -2 - Increase other current asstes -753 - Increase other payables 262 Net cash outflow from operating activities -1,895 Cash flows from financing activities Proceeds from issuance of founder shares 15 9,810 Proceeds from issuance of ordinary shares 16 210,327 Transaction cost related to the issuance of ordinary shares 16 -4,541 Transaction cost not paid related to the issuance of warrant 4 202 Net cash inflow from financing activities 215,798 Cash flows from investing activities Other Financial Assets - Escrow account 11 -210,947 Net cash flow from investing activities -210,947 Net increase in cash and cash equivalents 2,955 Cash and cash equivalents at the beginning of the financial year - Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial period 2,955 36 Notes to the Company financial statements General information VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company's Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam") on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to which it raised €210,326,560 in gross proceeds (the "IPO Proceeds"). VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination") operating in the consumer products and services sector (the "Target Sector") that is headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor"). Each unit sold to investors in the IPO comprised (the "Units"): (i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01 (jointly, the "Ordinary Shares"); and (ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the "Warrants"). During the exercise period described in the Prospectus (as defined below), each whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants (as defined below) as published on the Company's website (the "Warrant T&Cs"). The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants were forfeited. Since the IPO, we have been focusing on finding the right Target for our SPAC. Whilst we have reviewed, and are reviewing, multiple potential Targets, at the date of this management report, we have not yet selected a Target that could be proposed to the Business Combination EGM (as defined below). We continue our search for a Business Combination with a Target, which is to be completed within the 24- month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the "Settlement Date"), being 21 July 2023, plus an additional six months subject to approval by the general meeting (algemene vergadering) of the Company (the "General Meeting") (the "Business Combination Deadline"), as announced in the prospectus relating to the IPO dated 14 July 2021 (the "Prospectus"). 37 If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting and propose the Business Combination to the Company's shareholders (the "Business Combination EGM"). The resolution by the Board (as defined below) to complete a Business Combination will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares (as defined below) at the Business Combination EGM. If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential Target s, provi ded tha t the Busin ess Com binat ion mus t be c om ple ted pri or t o the Business Combination Deadline. Capital structure At incorporation, the Company issued 1 share with a nominal value of €1.00 to the Sponsor. Following the IPO and the concurrent private placement with the Sponsor, the Company's issued capital was increased to €1,262,908.20, as at 31 December 2021 consisting of the following: (v) €52,581.64, representing approximately 4.16% of the Company's issued capital, consisting of 5,258,164 founder shares, each having a nominal value of €0.01 (the "Founder Shares"), acquired by the Sponsor for an aggregate issue price of €9,809,796.80. The Founder Shares shall not share in any profits nor in the reserves of the Company, other than in case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as laid down in the Company's articles of association as in force on the date hereof (the "Articles of Association"). The Founder Shares will be converted into newly issued Ordinary Shares following a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, in accordance with the promote schedule the terms of which are set out in the Prospectus; (vi) €200,000, representing approximately 15.84% of the Company's issued capital, consisting of the founder share f1 in the Company with a nominal value of €200,000 (the "Founder Share F1"), subscribed for by the Sponsor for an issue price of €200,000; (vii) €210,326.56, representing approximately 16.65% of the Company's issued capital, consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01, acquired by the investors in the IPO as part of the Units for an aggregate issue price of €210,326,560; and (viii) €800,000, representing approximately 63.35% of the Company's issued capital, consisting of the 80,000,000 Treasury Shares (as defined below), each having a nominal value of €0.01. As part of the IPO and the concurrent private placement with the Sponsor, the Company further: (iii) transferred 10,516,328 Warrants to holders of Ordinary Shares as part of the Distribution; and (iv) issued 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the "Founder Warrants"), for no consideration, which are deemed embedded in and form part of the Founder Share F1 held by the Sponsor. During the exercise period described in the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the Warrant T&Cs. 38 Escrow Account On the Settlement Date, an amount equal to the IPO Proceeds has been deposited in an escrow account held with Banca Nazionale del Lavoro S.p.A. (the "Escrow Account"), initially bearing negative interest ("Negative Interest") at the rate of EURIBOR 3M + 5bps. To provide compensation for the incurrence of Negative Interest in respect of the IPO Proceeds, up to 1% of any Negative Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266 (the "Negative Interest Cover"), will be borne by the proceeds raised through the Sponsor's subscription for the Founder Shares. Following the IPO, in aggregate €1,103,266 of the Negative Interest Cover was deposited in the Escrow Account and €1,000,000 (the "Balancing Payment") was deposited in the Company's working capital account. If the Company has not consummated a Business Combination prior to the 366 th day after the Settlement Date, being 22 July 2022, the Company will transfer the Balancing Payment from its working capital account into the Escrow Account. Negative Interest, if any, incurred in excess of the Negative Interest Cover will effectively be borne by the Company and the Company will – mutatis mutandis – benefit from any interest income. Costs In addition to the Negative Interest Cover, the Sponsor has provided €7,706,530.80 to VAM Investments SPAC through its subscription for Founder Shares to cover the costs (the "Costs Cover") related to the IPO and as initial working capital of VAM Investments SPAC (i.e. costs relating to the search for a business combination and other running costs). The funds contributed by the Sponsor through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no Business Combination is completed by the Business Combination Deadline. Insofar as any amounts are required to cover any costs in excess of the Costs Cover, the Sponsor, at the request of the Board, may elect to finance any excess costs or part thereof through the issuance of loan or debt instruments to the Company, such as promissory notes or lines of credit, but may choose not to do so. To the extent the Sponsor, at the request of the Board, elects to finance any costs in excess of the Costs Cover, any amounts to be repaid to it, or any part thereof, may, at its election, be settled for additional rights to acquire an equivalent number of Founder Warrants under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. The Company and the Sponsor have entered into an administrative services agreement (the "Administrative Services Agreement") pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. Board Structure The Company has a one-tier board of directors (the "Board"), consisting of executive Directors (uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the "Directors"). Basis of preparation 1. Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. 39 Basis of preparation These financial statements (the "Financial Statements") have been prepared by the Board in accordance, and comply, with International Financial Reporting Standards (“IFRS”) and interpretations adopted by the European Union, where effective, for financial years beginning 1 January 2021 and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code. These Financial Statements have been prepared on a going concern basis. Following the IPO and prior to the completion of a Business Combination, the Company will not engage in any operations, other than in connection with the selection, structuring and completion of a Business Combination. Following the Settlement Date, the Company has a 24 month period to complete a Business Combination, plus an additional six months subject to approval by the General Meeting. Going concern If the Company does not complete a Business Combination by the Business Combination Deadline, the Company intends to, as soon as reasonably possible, initiate a repurchase procedure allowing the holders of Ordinary Shares to receive a pro rata share of funds in the Escrow Account which, as a result of the Negative Interest Cover, is anticipated to be €10.00 per Ordinary Share. The Board (as defined below) will set and announce by press release an acceptance period for the repurchase of Ordinary Shares. Holders of Ordinary Shares will need to take steps to have their Ordinary Shares repurchased by the Company, as will be set out by the Company around that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are dependent on the Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such amount may be different from, and will be paid later than, that available if such holder of Ordinary Shares had participated in the repurchase procedure. Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the Business Combination Deadline, at the proposal of the Board convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants (the “Liquidation”). In the event of a Liquidation, the distribution of the Company's assets and the allocation of the liquidation surplus shall be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance with a pre-determined order of priority as laid down in the Articles of Association. There will be no distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants and Founder Warrants will automatically expire without value upon occurrence of such a Liquidation. 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 about € 210 million in the Escrow Account, which can only be released upon meeting strict requirements. Furthermore, the Company has raised proceeds from the sale of the Founder Shares and the Founder Share F1 amounting to € 9.8 million, which is considered to be sufficient to cover working capital and other running costs and expenses. Up to 1% of any Negative Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266, will be borne by the through the Negative Interest Cover. There is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities for at least twelve months, therefore, it is appropriate to adopt the going concern basis in preparing the financial reporting 40 Functional and presentation currency These Financial Statements are presented in euro, which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. Basis of measurement These Financial Statements have been prepared on a historical cost convention, unless stated otherwise. Use of judgements and estimates The preparation of these Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are the following: • Note 5: As disclosed in the Prospectus the underwriters in the IPO (the “Underwriters”) are potentially entitled to a deferred underwriting fee (“Deferred Underwriting Fee”). This fee is only payable upon completion of the Business Combination and will not be paid out of the Cost Cover, but from the funds held in the Escrow Account. As of 31 December 2021, the Deferred Underwriting Fee is considered a liability under IAS 37, amounting to maximum of €7.4 million, and is included in the accounting of the amortized cost of Ordinary Shares. • Note 10: The Board has 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 Other 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 (i.e. not matching short-term cash commitments as defined under IAS 7.7.). • Note 16: Redeemable Ordinary Shares and Warrants. The fair value of the Warrants at the issue date. • Note 18: Regarding the Founder Shares issued by the Company, the Board 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 recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Board 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 31 December 2021 for the 5,258,164 Founder Shares owned by the Sponsor. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. IFRS establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical 41 instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. New and amended standards not adopted by the group Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and these have not been early adopted by the Company. These standards are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions: • Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37); • Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12); • COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16); • Annual Improvements to IFRS Standards 2018–2020; • Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16); • Reference to Conceptual Framework (Amendments to IFRS 3); • Classification of Liabilities as Current or Non-current (Amendments to IAS 1); • IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts; • Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); and Definition of Accounting Estimates (Amendments to IAS 8). 2. Critical accounting policies Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Other receivables Other receivables are recognized initially at their transaction price, the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance (if any). Other payables These amounts represent liabilities provided to the Company prior to the end of the financial year which are unpaid. Other payables are presented as current liabilities unless payment is not due within 12 months 42 after the reporting period. They are recognized initially at their fair value. And subsequent measurement at amortized cost using the effective interest method Financial instruments Financial assets – Classification and measurement The Company classifies its financial assets in the following measurement categories: • those to be measured subsequently at fair value (either through other comprehensive income (OCI) or through profit or loss), and • those to be measured at amortized cost. The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. Financial assets - Recognition and derecognition Regular purchases and sales of financial assets are recognized on the trade-date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Financial assets – Initial recognition At initial recognition the Company measures a financial asset at its fair value plus, in the case of a financial asset not carried at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial assets – Subsequent Measurements Subsequent measurement depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its instruments: (i) amortized cost, (ii) fair value through profit or loss; and (iii) fair value through other comprehensive income. The Company makes no use of derivative financial instruments. Besides cash and cash equivalents that are measured at fair value, the Company’s receivables are measured at amortized costs. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss. Financial assets – Impairment The Company assesses on a forward-looking basis the expected credit losses associated with its financial instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The Company has no trade receivables nor amounts due from customers for contract work including a significant finance component and is therefore allowed to apply the simplified approach under IFRS 9, in which the credit losses are measured using a lifetime expected loss allowance for all trade receivables. 43 Financial liabilities - Recognition and measurement Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. The Company makes no use of derivative financial instruments. Financial liabilities at amortized costs Financial liabilities at amortized cost include redeemable Ordinary Shares and other payables. These financial liabilities are initially recognized at fair value equaling the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade and other payables are measured at amortized cost using the effective interest method. Other payables are classified as current liabilities due to their short- term nature, except for maturities greater than 12 months after the end of the reporting period. Financial liabilities at fair value through other comprehensive income Financial liabilities at fair value through other comprehensive income include the Warrants. These financial liabilities are initially recognized at fair value with subsequent changes in fair value being recognized in the income statement. Financial liabilities – Derecognition The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the statement of comprehensive income. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. However, when the cash flows of the modified liability are not substantially different, the Company (i) recalculates the amortized cost of the modified financial liability by discounting the modified contractual cash flows using the original effective interest rate and (ii) recognizes any adjustment in the statement of comprehensive income. Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The Company does not have any legally enforceable right to offset the recognized amounts in the balance sheet. Founder Shares and Founder Warrants The Company has issued and assigned Founder Shares and the Founder Share F1 (with embedded free of charge option rights, namely the Founder Warrants) to the Sponsor. They are recognized as equity. Founder Warrants met the ‘fixed-for-fixed' test. Upon completion of a Business Combination, the Founder Shares will convert into, or can be exercised for, Ordinary Shares. In case the Company does not complete a Business Combination within 24 months from the Settlement Date, will be dissolved and Liquidated. The Founder Warrants will automatically expire without value upon occurrence of such a Liquidation and the Founder Shares cannot be exercised for Ordinary Shares. 44 Ordinary Shares Since the holders of Ordinary Shares have the right to demand cash at the earlier of (i) consummation of a Business Combination and (ii) when no Business Combination is consummated by the Business Combination Deadline, the Ordinary Shares are classified as a financial liability in accordance with IAS 32.18 until the point when this redemption feature lapses. These financial liabilities are classified as measured at amortized cost using the effective interest method. Interest expenses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. Warrants The Warrants classify as a financial liability under IFRS and are initially measured at their fair value. Subsequent to initial recognition, the Warrants are measured at fair value, and changes therein are recognized in profit or loss. Expenses Expenses arising from the Company’s operations are accounted for in the year incurred. Finance income and expenses Finance expenses include interest incurred on borrowings calculated using the effective interest method and interest on the Company’s cash and cash equivalent balances. Corporate income tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used. 45 Notes to the cash flow statement The cash flow statement has been prepared using the indirect method, whereby profit or loss is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expense associated with investing or financing cash flows. Non-cash transactions are not included in the statement of cash flows. Operating Segments The activities of the Company are considered to be a single operating segment under IFRS 8. Hence, no further segmental disclosures are included in the financial statements. 3. Financial instruments and risk management I. Accounting classification The carrying amount of the redeemable Ordinary Shares is determined based upon amortized cost calculation, using the effective interest rate method, considering the transaction cost paid to issue the instrument and the negative interest. The Warrants initial value is determined based on a Level 1 using the listed market price of these Warrants on Euronext Amsterdam on 20 August 2021 (first available valuation day) given the close proximity to the IPO date. The fair value on 31 December 2021 is based on a Level 1 valuation using the listed market price of these Warrants on Euronext Amsterdam. II. Risk management The Board has the overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions. Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables. The Company’s credit risk mainly relates to its cash and cash equivalents that are placed in a bank. The Company determines the credit risk of cash and cash equivalents that are placed with this banks as low, by solely doing business with highly respectable bank. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. As of 31 December 2021, the 46 Company has sufficient funds to pay its obligations for the next year. In EUR 000 Carrying Amount Total < 1 Year 1-2 years Reedemable ordinary shares 196,383 196,383 196,383 Deferred Underwriting Fee 7,361 7,361 7,361 Market Warrant 3,996 3,996 3,996 Other Payable 262 262 262 Total 208,003 208,003 262 207,740 Market risk Market risk is the risk that changes in market prices – e.g. interest rates and equity prices – will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. 4. Other expenses The other expenses include the IPO transaction costs that relate to the Warrants, management fees and general office expenses. The amount of the IPO transaction costs relating to the Warrants is € 0.3 million, of which € 0.2 million refer to the economic effect of the Deferred Underwriting Fee (see note 5). 5. Effective interest on Ordinary Shares subject to redemption The IPO transaction costs of €4.7 million are allocated pro rata to the Ordinary Shares and to the Warrants for the amounts of €4.5 million and €0.1 million respectively. The IPO transaction costs charged to the Warrants are directly recognized in the profit and loss account as part of other expenses (see note 4). The same method is used for the allocation of the Deferred Underwriting Fee, which amounts to € 7.4 million. This amount is allocated pro rata to the Ordinary Shares and to the Warrants for the amounts of €7.2 million (included in the accounting of the amortized cost of Ordinary Shares) and €0.2 million respectively. The effective interest on the Ordinary Shares amounts € 3.5 million in 2021. In EUR 000 2021 Effective Interest on Ordinary shares subject to redemption -3,540 Total -3,540 See note 11 for further explanation in respect of the Escrow Account. 47 6. Interest expenses on Escrow In EUR 000 2021 Interest expenses on Escrow -489 Total -489 See note 11 for further explanation in respect of the escrow account. 7. Income tax The Company’s tax jurisdiction is Italy. As it is uncertain if current tax losses can be utilized against future tax profits, the Company did not recognize a deferred tax assets for its tax losses. The Company’s tax losses amount to € 3.2 million as per 31 December 2021. In EUR 000 2021 Profit (loss) before income tax -3,155 Tax ca lcul ate d bas ed on Ita lian tax ra te 24.0% Tax Effe ct of: Current year losses for which no deferred tax asset was recognised -24.0% Effective tax rate 0.0% 8. Earnings per share The calculation of basic and diluted earnings per share has been based on the following loss attributable to holders of Ordinary Shares and weighted-average number of Ordinary Shares outstanding. 2021 Net income (loss) attributable to equity holders (EUR ‘000) -3,155 Outstanding number of Ordinary Shares for the basic earnings per share as of 21 July 21,032,656 Effect of issued Ordinary Shares in 2021 0 Weighted-average number of Ordinary Shares outstanding for the purposes of basic earnings per share 21,032,656 Incremental Ordinary Shares for assumed conversion or exercise of Warrants, Founder Shares and Founder Warrants (assuming a cash exercise of Warrants and Founder Warrants at an exercise price of €11.50) 25,584,288 Weighted-average number of Ordinary Shares outstanding for the purposes of diluted earnings per share 46,616,944 As the Company is loss making, the diluted earnings per share are equal to the basis earnings per share, 48 as the impact of incremental shares on earning per share is anti-dilutive. 9. Numbers of employees The Company has no employees as of 31 December 2021. 10. Compensation Key Management The executive Director Francesco Trapani is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €35,000 per year. The executive Director Marco Piana is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €50,000 per year. Each of the non-executive Directors is entitled to a cash compensation prior to completion of a Business Combination, which has been set at €35,000 per year. Carlo di Biagio, CFO of the Company, is an external consultant and is entitled to a one-off fee of €50,000. As of December 31st, 2021, the following remuneration has already been paid to the Directors and CFO: Appointment Date Remuneration 2021 (€) of which paid in 2021 (€) Directors Francesco Trapani .............................................. 16/07/2021 17,500 8,750 Marco Piana ....................................................... 16/07/2021 25,000 12,500 René Abate ......................................................... 16/07/2021 17,500 8,750 Beatrice Ballini .................................................... 16/07/2021 17,500 8,750 Thomas Walker .................................................. 16/07/2021 17,500 8,750 CFO Carlo di Biagio .................................................... 16/07/2021 12,500 0 Total Directors and CFO 107,500 47,500 The compensation for the Directors charged in the financial year to the Company, amounted to €95,000. In 2021, the Directors and CFO were entitled to receive total short-term compensations of €107,500, of which €47,500 was already paid in 2021. Furthermore, the Directors and the CFO indirectly participate in the performance of the Founder Shares, which can be specified as follows: • Francesco Trapani indirectly participates in the Founder Shares through an investment of €2,882,600 in a special class of non-voting tracking stock issued by the Sponsor; • Marco Piana indirectly participates in the Founder Shares through an investment of €165,000 49 in a special class of non-voting tracking stock issued by the Sponsor; • Renè Abate indirectly participates in the Founder Shares through an investment of €480,400 in a special class of non-voting tracking stock issued by the Sponsor; • Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000 in a special class of non-voting tracking stock issued by the Sponsor; • Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100 in a special class of non-voting tracking stock issued by the Sponsor; • Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800.00 in a special class of non-voting tracking stock issued by the Sponsor. 11. Other financial assets In EUR 000 2021 Other Financial Assets 210,947 Total 210,947 The gross IPO Proceeds have been deposited in the Escrow Account. The IPO Proceeds will be released only in accordance with the terms of an escrow agreement entered into on 16 July 2021 between the Company and Servizio Italia S.p.A (as escrow agent), as such the cash in the escrow account is restricted and not freely available to the Company. Therefore, based on the nature of the account, these amounts have been accounted as non-current financial assets. The escrow account is subject to the interest rate of EURIBOR 3M + 5bps. 12. Other receivables In EUR 000 2021 Other Receivables 2 Total 2 The fair value of the receivables approximates the carrying amounts. No breakdown of the fair values of trade and other receivables and the non-current portion of the receivables has been included as the differences between the carrying amounts and the fair values are insignificant. 13. Cash and cash equivalents In EUR 000 2021 Cash and cash equivalents 2,955 Total 2,955 The Company has around €3.0 millions of cash and cash equivalents accounted as current financial assets. 50 14. Other Current Assets In EUR 000 2021 Other Current Assets 753 Total 753 The Other Current Assets are related to insurance costs accruing in 2022. 15. Equity Number of Founder Shares Par value EUR '000 Share premium EUR '000 Total EUR '000 Balance 31/12/2021 5,258,164 53 9,757 9,810 On 21 July 2021, the Company issued 4,999,900 Founder Shares at a nominal value of € 0.01 each, against payment of € 9,500,000, and one Founder Share F1, with a nominal value of € 200,000. 2 On 21 July 2021, the Company issued 80,000,000 Ordinary Shares at a nominal value of €0.01 each and 40,000,000 Warrants to the Sponsor against payment of €800,000, which on the same date have been repurchased by the Company as Treasury Shares and Treasury Warrants against payment of € 800,000 in aggregate. Such Treasury Shares and Treasury Warrants are held for the purpose of potentially allotting these Treasury Shares and Treasury Warrants to investors around the time of the Business Combination. On 23 July 2021, after the exercise of the Over-allotment Option, the Sponsor, in an additional private placement, subscribed for 258,164 additional Founder Shares in the Company with a nominal value of €0.01 each, for an aggregate subscription price of €309,796, and the Founder Share F1 embedded an additional 309,796 Founder Warrants. Each Founder Warrant is exercisable by the Sponsor to purchase one Ordinary Share at €11.50, but pursuant to the Warrant T&Cs the Sponsor may elect a cashless exercise in which case it would receive a certain amount of Ordinary Shares based on the fair market value of the Ordinary Shares without being obliged to pay cash. Under Dutch law, the Company is not required to have, and does not have, an authorized share capital (maatschappelijk kapitaal), because it is a private company with limited liability. The proposal to the General Meeting is that the 2021 loss for the period will be recognized in other reserves. 16. Redeemable Ordinary Shares and Warrant 2 Since the Company has not requested for the payment of the Founder Share F1 as of December 31 st , 2021, the nominal value of the Founder Share F1 is not visible in the equity par value. 51 In EUR 000 2021 IPO proceeds based on sale of Units 210,327 Less: initial recognition of the Market Warrant -5,784 Less: IPO costs -4,541 Less: deferred IPO costs -7,159 Carrying Amount at 19 July 2021 192,843 Effective Interest accreation 3,540 Carrying Amount per 31 December 2021 196,383 See note 5 for further explanation in respect of the allocation of the IPO costs and the deferred IPO costs. At IPO, the Company issued 21,032,656 Ordinary Shares and 10,516,238 Warrants as part of a Unit for an offer price of € 10 per unit. One Unit consisted of one Ordinary Share and one-half (1/2) of a Warrant. Instrument number Initial Value Fair Value at 31 December 2021 Total Value as per 31 December 2021 Warrants 10,516,328 0.55 0.38 3,996,205 Each of the Warrants will be exercisable for an Ordinary Share after completion of the Business Combination. From the Settlement Date, the Company has 24 months to complete a Business Combination, plus an additional six months subject to approval by the General Meeting. If the Company does not complete a Business Combination in this time period, the Company will be liquidated and the holders of Ordinary Shares will receive a pro rata share of funds in the Escrow Account which, as a result of the Negative Interest Cover, and in accordance with a pre-determined order of priority, is anticipated to be €10.00 per Ordinary Share. 17. Other Payables In EUR 000 2021 Trade Payables 204 Tax an d so cia l pay abl es 28 Other Payable 31 Total 262 All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the carrying amount due to its short-term character. 18. Share-based payments 52 The Company has issued Founder Shares to the Sponsor. The Board 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 recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The Board 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 31 December 2021 for the 5,258,164 Founder Shares owned by the Sponsors. 19. Contingencies and commitments As disclosed in the Prospectus, the Underwriters are potentially entitled to a Deferred Underwriting Fee. This Deferred Underwriting Fee is only payable upon completion of a Business Combination and will be paid out from the funds held in the Escrow Account. As of 31 December 2021, the Deferred Underwriting Fee (amounting to maximum of €7.4 million) has been considered in the determination of the amortizing cost of the redeemable Ordinary Shares. 20. Related party transactions Transactions with related parties are assumed when a relationship exists between the Company and a natural person or entity that is affiliated with the Company. This includes, amongst others, the relationship between the Company and its subsidiaries, shareholders, directors and key management personnel. Transactions are transfers of resources, services or obligations, regardless whether anything has been charged. For transactions with key management personnel refer to note 10. 21. Transaction with the Sponsor On 21 July 2021, the Company issued 4,999,900 Founder Shares at a nominal value of € 0.01 each, against payment of € 9,500,000, and one Founder Share F1, with a nominal value of € 200,000. 3 On 21 July 2021, the Company issued 80,000,000 Ordinary Shares at a nominal value of €0.01 each and 40,000,000 Warrants to the Sponsor against payment of €800,000, which on the same date have been repurchased by the Company as Treasury Shares and Treasury Warrants against payment of € 800,000 in aggregate. Such Treasury Shares and Treasury Warrants are held for the purpose of potentially allotting these Treasury Shares and Treasury Warrants to investors around the time of the Business Combination. On 23 July 2021, after the exercise of the Over-allotment Option, the Sponsor, in an additional private placement, subscribed for 258,164 additional Founder Shares in the Company with a nominal value of €0.01 each, for an aggregate subscription price of €309,796, and the Founder Share F1 embedded an 3 Since the Company has not requested for the payment of the Founder Share F1 as of December 31 st , 2021, the nominal value of the Founder Share F1 is not visible in the equity par value. 53 additional 309,796 Founder Warrants. The Company and the Sponsor have entered into an Administrative Service Agreement pursuant to which the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company, and any other services as agreed between the Company and the Sponsor. 22. Auditors remuneration Mazars Accountants N.V. was appointed as the external auditor of the Company for the financial year of the Company that ended on 31 December 2021. Mazars Accountants N.V. is entitled to receive a cash compensation set at €40,000. 23. Events after the balance sheet date No such events identified. Authorization of the financial statements Signed for approval on 14 April 2021 ___ ___ Francesco Trapani Marco Piana Executive Director Executive Director _____ ___ René Abate Thomas Walker Non-Executive Director Non-Executive Director ______ Beatrice Ballini Non-Executive Director 54 OTHER INFORMATION Provisions in the Articles of Association relating to profit appropriation Pursuant to article 31 of the articles of association of the Company, from the profits accrued in a financial year one euro (EUR 1.00) shall be allocated to the profit reserve held for the exclusive benefit of the holder of the Founder Share F1 (the "Profit Reserve Founder Share F1"). The Board may resolve that profits remaining thereafter shall be fully or partially added to other reserves and may also resolve how losses are allocated. The General Meeting is authorised to allocate any remaining profits and to declare distributions to the holders of Ordinary Shares, each at the proposal of the Board, provided that no further profits shall be allocated to the Profit Reserve Founder Share F1. The Board may resolve to make (interim) distributions out of the Company's profits or any of the Company's reserves, other than the Profit Reserve Founder Share F1. Any such distribution shall be made to the holders of Ordinary Shares in proportion to the aggregate number of Ordinary Shares held by each. 55 INDEPENDENT AUDITOR'S REPORT Mazars Accountants N.V. with its registered office in Rotterdam (Trade register Rotterdam nr. 24402415) Watermanweg 80 P.O. Box 23123 3001 KC Rotterdam The Netherlands T: +31 88 277 14 62 joeri.galas@mazars.nl Independent auditor’s report To the shareholders and board of VAM Investments SPAC B.V. Report on the audit of the financial statements 2021 included in the annual report Our opinion We have audited the financial statements 2021 VAM Investments SPAC B.V. in Amsterdam. The financial statements comprise the company financial statements. In our opinion the accompanying financial statements give a true and fair view of the financial position of VAM Investments SPAC B.V. as at 31 December 2021 and of its result and its cash flows for 2021 in accordance with International Financial Reporting Standards as adopted by the European Union (EU- IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. The financial statements comprise: 1. the statement of financial position as at 31 December 2021; 2. the following statements for the period from 7 April 2021 to 31 December 2021: the profit and loss and other comprehensive income, changes in equity and cash flows; and 3. the notes comprising a summary of the significant accounting policies and other explanatory information. Material uncertainty related to going concern We draw attention to note 1 sub-section Going concern of the financial statements which indicates that if the Company does not complete a business combination prior to the Business Combination Deadline, the company must be dissolved and liquidated and the Ordinary Shares and Market Warrants will be delisted. 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. Our opinion is not modified in respect of this matter. The Business Combination Deadline is 24 months after the settlements date of 21 July 2021, with a possible extension of 6 months. 2 Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report. We are independent of VAM Investments SPAC B.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountants- organisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Materiality Based on our professional judgement we determined the materiality for the financial statements as a whole at € 2.1 million. The materiality is based on 1% of the total assets. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the board that misstatements in excess of € 64,000, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. 3 Audit response to the risks of fraud and non-compliance with laws and regulations Our fraud risk assessment During our audit we obtained an understanding of the entity and its environment, including the risk assessment process and management’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to the Director’s Report and Non-Executive Director’s Report in which the board reflects on this risk assessment. As in all our audits, we identified the risks of management override of controls. This risk is related to the areas of accounting estimates and manipulation of accounting records during the preparation of the financial statements. Our response to the identified and assessed fraud risks We performed the following specific procedures: • we evaluated the design and implementation of relevant internal controls in the financial statement, such as segregation of duties and systems of authorisations; • we made enquiries of individuals involved in the financial reporting process about inappropriate or unusual activity relating to the processing of journal entries and other adjustments; • we selected journal entries and other adjustments made during the year, at the end of the reporting period and post-closing entries; • we examined the underlying audit documentation of the selected journal entries; • for significant transactions, such as the IPO during 2021, we evaluated the related management judgment and assumptions. In addition, we also performed the following more general procedures: • we reviewed significant contracts, including the escrow agreement. We determined that the amount on the escrow account can only be released under very strict conditions; • we evaluated whether (unusual) transactions with related parties have been identified and appropriately disclosed; • we have incorporated an element of unpredictability in the selection of the nature, timing and extent of our audit procedures. 4 Our response to non-compliance with laws and regulations We obtained an understanding of the relevant laws and regulations. We identified the following laws and regulations that have an indirect effect on the financial statements: anti-bribery and corruption, competition and data privacy laws. We held enquiries with management and the audit committee as to whether the entity is in compliance with these laws and regulations. We remained alert to indications of (suspected) non-compliance throughout the audit, held enquiries with legal counsel, and obtained a written representation from management that all known instances of (suspected) non-compliance with laws and regulations were disclosed to us. Our observations Our audit procedures, including enquiries of management and the supervisory board, and other available information did not lead to indications of fraud and non-compliance resulting in material misstatements. Our key audit matter Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the board. The key audit matters are not a comprehensive reflection of all matters discussed. This matter was 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 this matter. Classification as share-based payments and the determination of the grant date of the Founder Shares on behalf of the sponsor The Company issued Founder Shares to the sponsor. The Sponsor performs services to the Company under services agreement of the Sponsor. In case of a completed business combination, the Founder Shares will convert into ordinary shares. 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 recognised in the statement of other comprehensive income over the period ending 31 December 2021. 5 Audit procedures and observation We performed the following procedures relating to the classification and valuation of the Founder Shares for the sponsor: • we evaluated management’s assumptions included in their position paper on the application of IFRS 2; • we considered whether the application of the Business Combination date as grant date is in line with IFRS 2, considering that on Business Combination date there is clarity over the nature and value of the awards; • we assessed the considerations of management for not recognising an expense in relation to the Founder Shared to Sponsor. We believe management’s assessment and considerations are properly substantiated and concur with the position taken by management. Report on the other information included in the annual report The annual report contains other information, in addition to the financial statements and our auditor's report thereon. The other information consists of: • the report of the directors; • the report of the non-executive directors; • the statement of directors’ responsibilities; • the other information pursuant to Part 9 of Book 2 of the Dutch Civil Code. Based on the following procedures performed, we conclude that the other information: ● is consistent with the financial statements and does not contain material misstatements; ● contains all the information regarding the report of the directors, the report of the non-executive directors and the other information as required by Part 9 of Book 2 of the Dutch Civil Code. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements. 6 Management is responsible for the preparation of the other information, including the director’s report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code, Report on other legal and regulatory requirements and ESEF Engagement We were engaged by the board as auditor of VAM Investments SPAC B.V. on 15 June 2021, for the audit for the year 2021 and have operated as statutory auditor ever since that financial year. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. European Single Electronic Format (ESEF) VAM Investments SPAC B.V. has prepared its annual report in ESEF. The requirements for this format are set out in the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion, the annual report prepared in XHTML format, including the financial statements as included in the reporting package by VAM Investments SPAC B.V., complies in all material respects with the RTS on ESEF. Management is responsible for preparing the annual report including the financial statements in accordance with the RTS on ESEF, whereby management combines the various components into a single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting package complies the RTS on ESEF. Our procedures taking into account Alert 43 of NBA (the Netherlands Institute of Chartered Accountants), included amongst others: • obtaining an understanding of the entity's financial reporting process, including the preparation of the annual financial report in XHTML-format; • examining whether the annual financial report in XHTML-format is in accordance with the RTS on ESEF. 7 Description of responsibilities regarding the financial statements Responsibilities of management and the board for the financial statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting, unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements. The board is responsible for overseeing the company's financial reporting process. Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. 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. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. We have exercised professional judgement and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. 8 Our audit included among others: ● identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 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; ● obtaining 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 entity's internal control; ● evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management; ● concluding on the appropriateness of management's 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 auditor's report 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 auditor's report. However, future events or conditions may cause a company to cease to continue as a going concern. ● evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and ● evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items. We communicate with the board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor's report. 9 We provide the board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Rotterdam, 14 April 2022 Mazars Accountants N.V. Original has been signed by drs. J.J.W. Galas RA