New Energy One Acquisition : Annual Financial Report

New Energy One Acquisition Corporation Plc

Annual Report and Audited Financial Statements

For the period from 08 November 2021 (Date of Incorporation) to 30 April 2023

Company Registration Number: 13727820 (England and Wales)

New Energy One Acquisition Corporation Plc

Company Information

Directors	Philip Stanley Aiken
	Bernd Volker Beckers
	David George Heyden Kotler
	Sanjay Mehta
	Tushita Ranchan
	Jadran Trevisan
Company Secretary	ONE Advisory Limited
Company Registered Number	13727820 (England and Wales)
Registered office	201 Temple Chambers
	3-7 Temple Avenue
	London
	EC4Y 0DT
	United Kingdom
Independent Auditors	Grant Thornton UK LLP
Registrars	Link Market Services Limited
Legal Advisers	Herbert Smith Freehills LLP
Company Website	www.neoa.london

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New Energy One Acquisition Corporation Plc

Contents

Page

• Company Summary
  4 Chairman's Statement
  5 Board of Directors
  8 Strategic Report
  10 Directors' Report
  17 Corporate Governance Statement
  23 Audit Committee Report
  25 Directors Remuneration Report
  27 Directors Responsibility Statement
  28 Independent Auditor's Report
  39 Statement of Comprehensive Income
  40 Statement of Financial Position
  41 Statement of Changes in Equity
  42 Statement of Cash Flows
  43 Notes to the Financial Statements

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New Energy One Acquisition Corporation Plc

Company Summary

For the period ended 30 April 2023

Principal Activity

New Energy One Acquisition Corporation Plc, (the "Company"), is a public Company incorporated and registered in England and Wales on 08 November 2021 with a registration number 13727820 as a special purpose acquisition company ("SPAC").

NEOA is sponsored by LiveStream LLC ("Livestream") and Eni International B.V. ("Eni"), a wholly owned subsidiary of Eni S.p.A (each of Livestream and Eni being a "Sponsor"). LiveStream is an investment company formed by one of NEOA's executive directors, Sanjay Mehta.

The Company had an initial period of 15 months from the date on which the Company listed on the London Stock Exchange. The original deadline to complete a business combination was 16 June 2023. On 14 June 2023, the business combination deadline was extended by shareholder resolution to 15 March 2024. If the Company fails to complete a business combination prior to the extended deadline, it will cease all operations except for the purposes of winding up, redeem the ordinary shares (to the extent possible) and subsequently commence a members' voluntary liquidation pursuant to the terms of the memorandum and articles of association of the Company.

Business Combination

The Company anticipates structuring a business combination such that the post-business combination entity will be the listed entity (whether or not the Company or another entity is the surviving entity following the business combination) and that the ordinary shareholders will own a minority interest in such post-business combination entity, depending on the valuations ascribed to the target company or business and the Company in a business combination. It is expected that the Company will pursue a business combination in which it issues a substantial number of new ordinary shares in exchange for all or a majority of the issued and outstanding share capital of a target, and/or issues a substantial number of new ordinary shares to third parties in connection with financing a business combination. As a result, the post-business combination entity's majority shareholders are expected to be the sellers of the target and/or third-party equity investors, while the holders of ordinary shares immediately prior to the business combination are expected to own a minority interest in the post-business combination entity.

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New Energy One Acquisition Corporation Plc

Chairman's Statement

For the period ended 30 April 2023

CHAIRMAN'S STATEMENT

Dear Shareholders,

It is with pleasure that I present the first annual report of New Energy One Acquisition Corporation Plc ("NEOA") for the period ended 30 April 2023.

NEOA was admitted to trading on the main market of the London Stock Exchange on 16 March 2022, having raised £175 million from an offer of new shares.

NEOA's Board and management is focused on its goal of a business combination with a business or a company that is positioned to participate in, or benefit from, a global transition to a low carbon economy, which are headquartered in, or which have a substantial nexus to Europe.

Following the listing of NEOA, NEOA's Board conducted a strategy review with NEOA's executive leadership team in the context of operating environment and industry dynamics as part of the Energy Transition. On 25 May 2023, NEOA announced its investment priorities in a carbon capture, storage and utilisation ("CCUS") business and that the CCUS business provides significant and compelling opportunities as part of the energy transformation, tackling hard-to-abate sectors as well as power generation. NEOA remains focused on business combination opportunities in the energy transition sector, including the CCUS space, which is receiving and is projected to receive, significant legislative and financial commitments by various governments, especially in the UK and the EU.

The Board is closely engaged with NEOA's management and has established a framework to help shape the priority of identifying opportunities in the CCUS business. To achieve this, and amongst other criteria, we are using the following framework in evaluating prospective investment targets:

• Leadership position in the CCUS business with scale;
• Carbon sequestration sinks positioned with proximity to existing industrial clusters/carbon emitters that are in hard-to-abate industries;
• Significant growth avenues to become a global champion in the CCUS value chain;
• Attractive pipeline of identified CCUS projects to enable growth;
• Strong and experienced management with an established track record in engineering and project delivery; and
• A substantially de-risked business platform that provides upside for NEOA's shareholders through organic growth opportunities in the full CCUS value chain.

In line with NEOA's investment strategy and framework established by the Board, in June 2023 NEOA confirmed that it is in very preliminary discussions with Eni S.p.A. regarding a potential business combination involving Eni's portfolio of CCUS assets. Discussions in relation to the potential business combination are at a very preliminary stage and neither the transaction perimeter nor a valuation has been agreed at this point. If the very preliminary discussions were to result in a business combination, we expect such acquisition to result in:

• Amongst the first pure-play publicly listed CCUS companies; and
• A business operating across the CCUS value chain, incorporating carbon management, capture, utilisation, transportation, and storage.

I am excited by the opportunities we are considering and on behalf of the Board, I thank our partners, shareholders and NEOA's executive leadership for continued support and look forward to a successful 2023.

Volker Beckers

Chairman

31 August 2023

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