Marley Spoon : EINZELABSCHLUSS DER MARLEY SPOON GROUP SE 2023 (EINSCHLIESSLICH DES LAGEBERICHTS)

Marley Spoon Group SE (formerly 468 SPAC II SE)

Société européenne

ANNUAL ACCOUNTS

FOR THE YEAR ENDED

31 DECEMBER 2023

AND REPORT OF THE

REVISEUR D'ENTREPRISES AGREE

Registered office: 9, rue de Bitbourg

L - 1273 Luxembourg

R.C.S. Luxembourg: B257664

Table of contents

	Page(s)
Management report	1-4
Corporate governance statement	5
Auditor's report	6-10
Balance sheet	11-15
Profit and loss account	16-17
Notes to the annual accounts for the year ended 31 December 2023	18-31

Marley Spoon Group SE

Management Report

for the year ended 31 December 2023

The Management Board (the "Board") of Marley Spoon Group SE (formerly 468 SPAC II SE) (hereafter the "Company") submits its management report with the annual accounts of the Company for the year ended 31 December 2023.

1. Overview

The Company was incorporated in Luxembourg on 26 July 2021 as a special purpose acquisition company (otherwise known as a blank cheque company) and registered with the Luxembourg Trade and Companies Register on 4 August 2021. The Company's initial corporate purpose was the acquisition of a business with principal business operations in a member state of the European Economic Area or the United Kingdom or Switzerland that is based in the technology and technology- enabled sector with a focus on the sub-sectors consumer technology and software & artificial intelligence through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction (the "Business Combination"). The Company successfully completed the Business Combination on 6 July 2023 using cash from the proceeds of the private placement of the class A shares and class A warrants (see below).

2. Review and development of the Company's business, financial performance and financial position

The Company completed its Private Placement (the "Private Placement") on 18 January 2022 through the issuance of 21.000.000 redeemable class A shares with a par value of EUR 0,016 (the "Public Shares") and 7.000.000 class A warrants (the "Public Warrants"). The Public Shares were admitted to trading on the Frankfurt Stock Exchange under the symbol "SPV2" on 20 January 2022. Effective 11 July 2023, the Class A shares of the Company are trading on the Frankfurt Stock Exchange under the new trading symbol "MS1". Likewise, the Public Warrants are also admitted to trading on the Frankfurt Stock Exchange under the symbol "SPVW". One Public Share and one-third (1/3) of a Public Warrant (each, a "Unit"), were sold at a price of EUR 10,00 per unit representing a total placement volume of EUR 210 million.

The sponsors of the Company subscribed to class B shares without nominal value amounting to EUR 120.000,00. On 11 January 2022 and as subsequently amended on 17 January 2022, the sponsors, the members of the Supervisory Board of the Company, directly or through their affiliates, as well as BD Capital GMBH and Fabian Zilker (together, the "Co-Sponsors") subscribed to an aggregate 5.140.000 class B warrants (the "Sponsor Warrants") at a total price of EUR 7.710.000,00. In 2023, the Company redeemed and cancelled 420,000 Sponsor Warrants. The class B shares and Sponsor Warrants are not publicly traded securities. The Sponsor has agreed to a lock-up period running at least until the Business Combination, subject to customary exceptions described in the Company's prospectus (the "Prospectus").

On 25 April 2023, the Company has signed a Business Combination Agreement with Marley Spoon SE ("Marley Spoon") a leading global subscription-based meal kit provider. On 6 July 2023, the Company successfully completed its Business Combination with Marley Spoon, which is listed on the Australian Securities Exchange (ASX) and trades in securities called CHESS Depositary Interests (CDIs).The Company acquired Marley Spoon shares representing 84% of Marley Spoon in exchange for the Company's issuance of 7,912,290 class A shares without nominal value for an aggregate subscription price of EUR 79,122,900, of which EUR 126,596.64 was allocated to the share capital and EUR 78,996,303.36 to share premium.

468 SPAC II SE, the legal predecessor of the Company, bought on 18 May 2023 300,000 CDIs at the price of AUD 0.1436 per CDI for a total amount of AUD 43,080.00 on the open market of the Australian Securities Exchange (the "May Acquisition").

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The Company purchased on 22 December 2023 an additional 50,000 CDIs at the price of AUD 0.032 per CDI for a total amount of AUD 1,600 on the open market of the Australian Securities Exchange (the "December Acquisition").

On 4 September 2023, the Company made an unconditional, off-market, direct cash offer ("Small Holdings Offer") to Marley Spoon SE CDI holders to acquire up to 10.000 CDIs from each Marley Spoon CDI holder at a price of A$0,11 per CDI. Upon closing of the Small Holdings Offer on 4 October 2023, 858 CDI holders tendered a total amount of 4.011.518 CDIs, representing approximately 3% of the CDIs on issue as at the Small Holdings Offer record date, and approximately 1% of the total issued capital of Marley Spoon SE. The Company's acquisition of these CDIs increased its holding in Marley Spoon SE to approximately 84,59% on completion of the transaction.

In October 2023, Marley Spoon Group redeemed and paid all additional sponsor warrants (Class B warrants) for EUR 411 thousand to settle a repayment agreement dated June 28, 2023 between the sponsors and co-sponsors of the SPAC and the Company.

Financial performance highlights

As a blank cheque company, the Company did not have an active business until 6 July 2023. The Company and its subsidiaries did not generate revenue during the period ended 6 July 2023. The Company's activities for the financial period ended 6 July 2023, subsequent to the completion of the Private Placement and listing on the Frankfurt Stock Exchange, were those necessary to identify a target company for a Business Combination and the potential acquisition. The Company incurred expenses (legal, financial reporting, accounting and auditing compliance, and directors' fees) as a result of being a public company.

The net loss of the Company for the year ended 31 December 2023 was EUR 153.805.837,11 (2022: EUR 6.392.509,19 net loss) primarily due to operating expenses and the impairment of the own shares amounting to EUR 150.894.023,80.

Financial position highlights

The Company's main asset accounts refer to the investment in own shares, investment in shares in affiliated undertaking in Marley Spoon SE, and loans and receivables from Marley Spoon SE. The balance sheet also has significant capital and reserves in relation to the issuance of its redeemable class A shares and class A and B warrants as described above.

As at 31 December 2023, the Company has EUR 1.624.197,93 in cash and cash equivalents

(31 December 2022: EUR 1.429.244,91) and EUR 10.004.810,40 in receivables (31 December 2022: EUR 535,00). Trade and other payables as at 31 December 2023 amounts to EUR 4.344.829,99 (31 December 2022: EUR 848.910,64).

3. Financial and non-financial risk, risk management internal control and corporate governance

Principal risk and uncertainties

The Company has analysed the risks and uncertainties to which its business is subject, and the Management Board of the Company has considered their potential impact, their likelihood, controls that the Company has in place and steps the Company can take to mitigate such risks. With regards to the risks previously identified in relation to the Business Combination, these are no longer applicable as, on 25 April 2023, the Company signed a Business Combination Agreement with Marley Spoon SE, a leading global subscription-based meal kit provider, and, on 6 July 2023, the Company completed its business combination with Marley Spoon SE following the extraordinary general meeting of shareholders. The Company's principal risks and uncertainties can be summarised as follows:

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Risk	Likelihood	Mitigating factors
Legal and regulatory	Low	The	Company	is	continuously
The Company may be adversely		monitoring the ongoing legal and
affected by changes to the regulations,		regulatory landscape. Moreover, the
law, account and general tax		Management and	the	Supervisory
environment in Luxembourg and		Board are supported by leading
Germany as well as the jurisdiction		service providers on the respective
which the target business is subject to.		legal, accounting and tax domains to
		ensure the Company is current on all
		relevant changes.
Market conditions	Low	Market	conditions	are closely
The Company may be adversely		monitored at Group level. For more
affected by market conditions and		details, please refer to the Group
events (e.g., the conflict between		management report in the 31
Russia and Ukraine or the COVID-19		December 2023 consolidated financial
pandemic).		statements of the Company.

The other risks surrounding the Company are further disclosed in the De-SPAC Prospectus and its group management report in the 31 December 2023 consolidated financial statements.

Risk management, internal control and corporate governance

The Company's approach to risk management, internal control and corporate governance is consistent with that applied to its affiliate Marley Spoon SE and that company's subsidiaries.

Financial risk management objectives and policies

The Company has a positive equity of EUR 136.151.790,47 as at 31 December 2023 (31 December 2022: positive equity of EUR 211.246.002,73). The Management Board believes that the funds available to the Company are sufficient to pay costs and expenses incurred by the Company.

Since 6 July 2023, the Company conducts its operations in line with the activities of Marley Spoon SE.

Beside the above, the Company identified related financial risks and has considered their potential impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the Company are liquidity risks and credit risks.

4. Annual Accounts of the Company

The Annual Accounts of the Company are shown on page 11 to page 31. These were prepared in accordance with Luxembourg's legal and regulatory requirements and using the going concern basis of accounting described above.

The loss for the year ended 31 December 2023 of EUR 153.805.837,11 is mainly due to the impairment on own shares and the operating expenses. It is proposed that the loss for the year ended 31 December 2023 be allocated to profit and loss brought forward at 1 January 2024.

5. Related party transactions

Please see Notes 4, 5, 7 and 8 to 10 to the Annual Accounts.

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6. Research and development

The Company did not have any activities in the field of research and development during the financial year ended 31 December 2023 and 2022.

7. Transactions in own shares

During the year, the Company has acquired its own Public Shares for a total acquisition cost of EUR 200.124.700,00 (2022: nil). As at 31 December 2023, the Company holds 20.012.470 Public Shares as own shares.

8. Branches

The Company has no branches as at 31 December 2023.

9. Outlook

Following the completion of the Business Combination, the Company conducts its business in line with the activities of Marley Spoon SE.

10. Events after the reporting period

Since 31 December 2023, no additional significant events have taken place other than those disclosed in Note 15 to the annual accounts.

Luxembourg, 30 April 2024

			Jennifer Bernstein
		Jennifer Bernstein (30. April 2024 20:21 GMT+2)
Fabian Siegel	Jennifer Bernstein
Chief Executive Officer			Chief Financial Officer

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Marley Spoon Group SE

Corporate Governance Statement by the Management Board

for the year ended 31 December 2023

The Management Board of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Company with reasonable accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Company's business operations are carried out efficiently and transparently.

In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Company declares that, to the best of our knowledge, the audited annual accounts for the year ended 31 December 2023, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position as of that date and results for the year then ended.

In addition, management's report includes a fair review of the development and performance of the Company's operations during the year and of business risks, where appropriate, faced by the Company, as well as other information required by the Article 68 of the law of 19 December 2002 on the commercial companies register and on the accounting records and financial statements of undertakings, as amended.

Luxembourg, 30 April 2024

			Jennifer Bernstein
			Jennifer Bernstein (30. April 2024 20:21 GMT+2)
Fabian Siegel			Jennifer Bernstein
Chief Executive Officer			Chief Financial Officer

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Mazars Luxembourg

5, rue Guillaume J. Kroll L-1882 Luxembourg Luxembourg

Tel: [phone]

Fax: [phone] www.mazars.lu

To the Shareholders of

Marley Spoon Group SE

Société européenne

R.C.S. Luxembourg B257664

9, rue de Bitbourg L-1273 Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the Audit of the Annual Accounts

Opinion

We have audited the annual accounts of Marley Spoon Group SE (the "Company"), which comprise the balance sheet as of 31 December 2023 and the profit and loss for the year then ended, and the notes to the annual accounts, including a summary of significant accounting policies.

In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2023, and of the result of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts.

Basis for Opinion

We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on Auditing ("ISAs") as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" ("CSSF"). Our responsibilities under the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of "réviseur d'entreprises agréé" for the Audit of the Annual Accounts » section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Mazars Luxembourg - Cabinet de révision agréé

Société Anonyme - RCS Luxembourg B 159962 - TVA intracommunautaire : LU24665334

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Material Uncertainty on Going Concern

As of 31 December 2023, the Company has a positive equity of EUR 136.1 million (2022: EUR 211.2 million), as well as amounts receivable from other Group entities amounting to EUR 8.8 million and financial assets representing shares in Marley Spoon SE (the "operational subgroup") in the amount of EUR 79.4 million. Since January 2024, the Company is also the guarantor of a loan granted to Marley Spoon SE. The total loan balance as at 31 December 2023 amounts to EUR 63.7 million.

We draw attention to note 2.1.2 to the annual accounts where it is stated that the ability of the Company to continue as a going concern largely depends on Marley Spoon SE's ability to meet its financial obligations as they fall due and continue as a going concern, which in turn depends on the subgroup's ability to maintain a positive cash balance.

Management's forecast for the subgroup entails a positive cash balance for the next twelve months assuming contribution margin in line with the prior year and a reduction in general and administrative expenses as a percent of net revenue by up to five percentage points for the fiscal year 2024 as compared to FY 2023. The development of cash flows could be negatively impacted by headwinds such as macroeconomic or external factors such as volatile customer behavior, cost inflation, supply chain disruptions or higher interest rates.

In case of these potential headwinds the Group's ability to continue as a going concern depends on delivering positive operating cash flows through positive operating profitability driven by margin expansion or additional cost reductions. Management expects the Group to be able to address these additional headwinds with the respective measures.

These events and conditions, along with the other matters as set in the mentioned above notes to the annual accounts, indicate that a material uncertainty exists that may cast significant doubt on the ability of the Company 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 annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Based on the result of our audit procedures no Key Audit Matter was identified for the audit of the annual accounts as of 31 December 2023.

Other information

The Management Board is responsible for the other information. The other information comprises the information stated in the Management Report and the Corporate Governance Statement but does not include the annual accounts and our report of the "réviseur d'entreprises agréé" thereon.

Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

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Responsibilities of the Management Board and Those Charged with Governance of the Company for the Annual Accounts

The Management Board is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Management Board determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

The Management Board is also responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended ("ESEF Regulation").

In preparing the annual accounts, the Management Board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the "Réviseur d'Entreprises Agréé" for the Audit of the Annual Accounts

The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management Board.

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