Interim Financial Report

For the period from incorporation on 19 May 2021 to 30 June 2021

Contents

Interim Management Board Report

Interim Financial Statements

Statement of Financial Position as at 30 June 2021

Statement of Profit and Loss for the period 19 May 2021 to 30 June 2021 Statement of Comprehensive Income for the period 19 May 2021 to 30 June 2021 Cash Flow Statement for the period 19 May 2021 to 30 June 2021

Statement of Changes in Equity for the period 19 May to 30 June 2021

Notes to the interim financial statements

Contact Information

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Interim Management

Board Report

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General

This interim financial report of New Amsterdam Invest N.V. (hereinafter referred to as "NAI" or the "Company") for the period from the date of incorporation 19 May 2021 to 30 June 2021, consists of the interim Management Board Report, including the responsibility statement and the interim Financial Statements 2021 ("Financial Statements") and the accompanying notes.

These interim financial statements have been prepared in accordance with IAS 34 (interim Financial Reporting) and have not been reviewed or audited by the Company's statutory auditor. Furthermore, we emphasize that this interim report needs to be read in conjunction with Company's Annual Report 2021 as published and dated 29 April, 2022.

Company structure

NAI is a special purpose acquisition company incorporated under the laws of the Netherlands as a public company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands. The Company is incorporated on 19 May 2021, and is registered with the Trade Register of the Chamber of Commerce under number 82846405.

At the date of incorporation, being 19 May 2021, the Company issued 1,275,000 ordinary shares with a nominal value of € 0.04 each ("Ordinary Shares"), to New Amsterdam Invest Participaties B.V. ("NAIP Holding") resulting in an issued share capital in the amount of € 51,000.

Pursuant to article 3 of the articles of association of the Company ("Articles of Association"), the Company's objects are to:

  • incorporate, conduct the management of, participate in and take any other financial interest in other companies and/or enterprises;
  • borrow and/or lend out moneys, to provide security for, otherwise warrant performance of or bind itself jointly and severally with or for others, the foregoing whether or not in collaboration with third parties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all this in the broadest sense of the words.

Further the, Stichting Prioriteit New Amsterdam Invest (the "Stichting") has been incorporated on 1 June 2021. The following individuals (also Supervisory Directors of the "Company") form the Management Board of the Stichting as of the date of incorporation of the Stichting: Mr. Jan Louis Burggraaf, Mr. Elbert Dijkgraaf and Mr. Paul Steman. The object of the Stichting is to promote the interests of the Company, the enterprise affiliated with it and all involved, and to resist, among other things, as much as possible all influences, which could threaten the continuity, independency, financial stability or identity that are conflicting with those interests. The Stichting shall pursue its object by exercising the rights attached to the Priority Shares.

More information about the Company, including the Company's initial public offering ("IPO") Prospectus dated 21 June 2021 (the "Prospectus"), which was approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM"), and Company's Annual Report 2021 dated 29 April, 2022 can be found on the Company's website: www.newamsterdaminvest.nl

Strategy and progress.

After a successful completion of the IPO the Company intends to identify a potential Target which is in need of strategic growth capital, will benefit from becoming a publicly listed company, and an optimized financing structure and/or which could benefit from a different capital structure, and targeted strategic acquisitions and/or additional working capital.

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The other main considerations in the process of identifying a Target, as described in more detail in the Prospectus (section "Proposed Business - Business Strategy") are:

  • fundamentally strong market position;
  • opportunity to benefit from the Management Board's expertise;
  • financially sound Target;
  • opportunity for operational improvements;
  • growth opportunities through capital investment;
  • opportunities for add-on acquisitions.

A selected Target may not have all of the above characteristics. The Company explicitly retain the flexibility to propose to the Company's shareholders a Business Combination with a Target that does not meet one or more of the above criteria and considerations. In the event that the we decide to enter into a Business Combination with a Target that does not meet the above criteria and considerations, we will disclose that in the shareholder circular published in connection with the convocation of the BC-EGM.

At the date of this interim report the Management Board is in (early-stage) preliminary discussions with a few Targets. The focus remains on a Business Combination with a Target which fits the Company's strategy and is at an acceptable valuation for the Company's shareholders. As soon as the Management Board has identified a possible Target, the Company will enter into negotiations with the Target and the Target owners for the purpose of agreeing on a Business Combination. Once there is a proposed Business Combination, the Management Board will convene an extraordinary general meeting of shareholders during which the Management Board will propose the Business Combination to all shareholders of the Company for their approval ("BC-EGM").

Management Structure

The Company maintains a two-tier board structure consisting of the Management Board and the Supervisory Board. The Management Board is the statutory executive body (bestuur) and is responsible for the management of the Company's operations, subject to the supervision by the Supervisory Board. The Management Board's responsibilities include, among other things, defining and attaining the Company's objectives, determining the Company's strategy and day-to-day management of the Company's operations. The Management Board may perform all acts necessary or useful for achieving the Company's objectives, with the exception of those acts that are prohibited by law or by the Articles of Association. In performing their duties, the members of the Management Board required to be guided by the interests of the Company which includes the interests of the business connected with it.

In accordance with the Articles of Association, the Management Board has adopted rules of procedure governing the Management Board's principles and best practices. The rules of procedure describe, among others, the duties, tasks, composition, procedures, and decision-making of the Management Board.

The Management Board did provide the Supervisory Board with all information regarding strategic, operational, compliance and reporting matters necessary for the performance of the Supervisory Board's duties.

The Supervisory Board supervises the conduct and policies of the Management Board and the general course of affairs of the Company and its business. The Supervisory Board also provides advice to the Management Board. In performing their duties, the Supervisory Directors are required to be guided by the interests of the Company which includes the interests of the business connected with it.

The Supervisory Board has drawn up a profile (profielschets) for its size and composition taking into account the nature of the business of the Company, the Company's activities and the desired expertise and background of its members. In accordance with the Articles of Association, the Supervisory Board has adopted rules of procedure governing the Supervisory Board's principles and best practices. The rules of procedure of the Supervisory Board describe the duties, tasks, composition, procedures and decision- making of the Supervisory Board.

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New Amsterdam Invest NV published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 06:21:03 UTC.