EPIC Acquisition : 31 January 2023 – Annual Financial Statements

EPIC Acquisition Corp

Annual Financial Statements

For the period 5 May 2021 (date of incorporation) to 30 September 2022

EPIC Acquisition Corp

For the period 5 May 2021 (date of incorporation) to 30 September 2022

Table of Contents

	Page
Directors' Report		2
Company Information		3
Independent Auditors' Report	4	- 9
Statement of Financial Position		10
Statement of Comprehensive Income		11
Statement of Changes in Equity		12
Statement of Cash Flows		13
Notes to the Financial Statements	14	- 39

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EPIC Acquisition Corp

Directors' Report

For the period 5 May 2021 (date of incorporation) to 30 September 2022

EPIC Acquisition Corp (the "Company") is a special purpose acquisition company which is seeking to identify, acquire and develop an innovative company operating in the consumer sector in the European Economic Area or the United Kingdom which has the potential for significant growth in Asian markets.

Overview

EPIC Acquisition Corp was admitted to listing and trading on Euronext Amsterdam on 6 December 2021, raising €154,116,130 in its Offering of 15,411,613 Units at €10 per Unit, consisting of one Class A Redeemable Ordinary Share and one half (1/2) of a Warrant (a "Public Warrant"). These proceeds were placed in an escrow account as outlined in the Prospectus published by the Company on 3 December 2021 (available on the Company's website www.epicacquisitioncorp.com).

In conjunction with the Offering, the Company's sponsor, EAC Sponsor Limited (the "Sponsor") subscribed for 3,750,000 Class B Ordinary Shares and 3,814,289 Warrants (the "Founder Warrants") in a private placement, raising €5,721,434.

Since the completion of its Offering, the Company's management has been focused on identifying a potential target for an initial business combination within the meaning of the Prospectus (a "Business Combination"), and this process is ongoing. The Company has until 25 April 2023 to complete a Business Combination (the "Initial Business Combination Deadline"), subject to two three-month extension periods (the "Extension Periods"), in each case, if approved by an ordinary resolution of the holders of Class A Redeemable Ordinary Shares and Class B Ordinary Shares.

Escrow Account

The proceeds of the Company's Offering, €154,116,130, were placed in an escrow account held with ABN AMRO B.V. in Amsterdam (the "Escrow Account"). These funds are available to the Company for the facilitation of a Business Combination, less any redemptions as described in the Prospectus. The total balance in the escrow accounts at 30 September 2022 was €153,337,831. The difference between the initial proceeds and the balance at 30 September 2022 of €778,299 is the negative interest charged on this account, which is covered by the Additional Sponsor Subscription proceeds of Company's Offering (refer note 4).

Costs

The proceeds of the issuance of Class B Ordinary Shares and Founder Warrants (€5,721,434 in aggregate) were used to cover the costs of the Offering and are available to finance the ongoing operating costs of the Company. Total ongoing operating costs in the period from inception until 30 September 2022 amount to €784,258.

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EPIC Acquisition Corp

Company Information

For the period 5 May 2021 (date of incorporation) to 30 September 2022

Directors	James Henderson
	Jan Zijderveld
	Nisha Kumar
	Stephan Borchert
	Teresa Teague
Company Registered Office Address	Walkers Corporate Limited
	190 Elgin Avenue, George Town
	Grand Cayman KY1-9008
Auditors	KPMG
	SIX Cricket Square, 282 Shedden Road
	George Town, Cayman Islands
Accountants	EPIC Fund Services (Guernsey) Limited
	Suites 7 & 8 Fourth Floor, Windsor House Le Pollet
	St Peter Port GY1 1WF
	Guernsey
Listing and paying agent	ABN AMRO Bank N.V.
	Gustav Mahlerlaan 10
	1082 PP Amsterdam, Netherlands
Legal Entity Identifier	549300W1RYJKNDFQT504

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KPMG

P.O. Box 493

SIX Cricket Square

Grand Cayman KY1-1106

Cayman Islands

Telephone	[phone]
Fax	[phone]
Internet	www.kpmg.ky

Independent Auditors' Report

To the Board of Directors and Shareholders of EPIC Acquisition Corp

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of EPIC Acquisition Corp (the "Company"), which comprise the statement of financial position as at 30 September 2022, the statements of comprehensive income, changes in equity and cash flows for the period from 5 May 2021 (date of incorporation) through 30 September 2022, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 30 September 2022, and of its financial performance and its cash flows for the period then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountant's International Code of Ethics for Professional Accountants (including International Independence Standards) ("IESBA Code") together with the ethical requirements that are relevant to our audit of the financial statements in the Cayman Islands, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2(d) of the financial statements, which indicates that the Company has less than 12 months to complete an initial business combination for which significant contingencies to completion exist. As stated in Note 2(d), these conditions, along with other matters as set forth in Note 2(d), indicate that material uncertainty exist that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

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  Document classification: KPMG Confidential

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