SPEAR Investments I B : Annual report 2021

SPEAR Investments I B.V.

Annual Report for the period from date of incorporation on 9th June 2021 to 31st December 2021

Table of Contents

Executive Directors' Report ................................................................................................................... 3

Non-Executive Directors' Report ........................................................................................................ 13

Remuneration Report .......................................................................................................................... 16

Financial Statements ............................................................................................................................ 18

Notes to the Financial Statements ...................................................................................................... 23

Other Information ................................................................................................................................ 36

Independent Auditor's Report ............................................................................................................. 37

Executive Directors' Report

The annual report of SPEAR Investments I B.V. (SPEAR or the Company) for the financial year ended 31 December 2021 consists of the Executive Directors' Report, Non-Executive Directors' Report, the Remuneration Report, the Financial Statements and related notes.

General

SPEAR Investments I B.V. is a company with limited liability incorporated under the laws of the Netherlands with statutory seat in Amsterdam and its registered office at Prins Bernhardplein 200, 1097 JB Amsterdam, registered with the Dutch Chamber of Commerce under number 83051899.

The Company was incorporated on 9th June 2021 and admitted to listing and trading on Euronext Amsterdam on 11 November 2021 pursuant to an initial public offering in which it raised €175 million in gross proceeds.

The Company's primary objective is to complete a Business Combination with a mid-market business headquartered in Europe (including the United Kingdom) or with the majority of its operations in Europe (including the United Kingdom), having strong business fundamentals, and defensible and high-quality earnings, which use technology, innovation and/or new business models to drive strong growth and profitability, it being understood that this can be in any industry or sector.

Since the IPO, the Company has identified and engaged with a number of potential targets for Business Combination. However, it has not yet selected a target company which the Directors would propose a Business Combination with.

The Company has 15 months from the IPO Settlement Date of 15th November 2021 (the Initial Business Combination Deadline), subject to an initial three-month extension period (the First Extension) and a further three-month extension period (the Second Extension and, together with the First Extension, the Extensions), each such extension being subject to approval by its Shareholders, to complete a Business Combination (such Initial Business Combination Deadline, whether extended or not, the Business Combination Deadline).

Result

SPEAR Investments I B.V. made a loss of €5.7 million over the period from 9th June 2021 until 31st December 2021. The result is primarily driven by administrative expenses relating to the IPO and change in the fair market value of warrants.

Shares and Warrants

The Company has issued Special Shares totaling €43,750, a Capital Share worth €10,000 and Founder Warrants amounting to €12,226,250.

At the IPO, the Company issued 17,500,000 Units. Each Unit included:

• - One ordinary share in the share capital of the Company with a nominal value of €0.01 per share; and

• - One-half warrant allotted concurrently with, and for, each corresponding Ordinary Share

In addition to the above, the following shares and warrants are held in treasury by the Company for potential allotment to investors (including conversion of Special Shares) at the time of the Business Combination:

• - 81,300,000 Ordinary Shares

• - 30,000,000 Warrants

If the Company proposes to complete a Business Combination, it will convene a shareholder meeting to approve the proposed Business Combination (the BC-EGM). The resolution to complete a Business Combination shall require the prior approval by a simple majority of the votes cast on the Ordinary Shares and Special Shares (50%+1) at the extraordinary general meeting of the Company. In connection with the Business Combination the Company will allow all the Ordinary Shareholders to deliver their Ordinary Shares for repurchase for an amount which is equal to a pro rata share of funds in the Escrow Account as determined three business days prior to the BC-EGM.

If the Company fails to complete a Business Combination, it will liquidate and distribute its remaining assets.

Escrow

The Proceeds of the offering and Overfunding equaling 2% of the proceeds are held on the escrow account. The Escrow account incurs negative interest of €STR (Euro short term rate) - 5 bps for the first 12 months from the Settlement Date and €STR €STR (Euro short term rate) -10 bps for the 12 months thereafter.

Operating Expenses

The operating expenses for the period 9th June 2021 until 31st December 2021 amount to €5.6 million. These include expenses incurred in relation to the IPO including underwriters' commissions, staff costs and changes in the fair market value of the warrants.

Management Structure

The Company maintains a one-tier board which is composed of three Executive Directors and five Non-Executive 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 supervise and advise the Executive Directors. Each Executive Director and each Non-Executive Director has a duty to the Company to properly perform the duties assigned by each member and to act in the Company's interest.

Directors

As at the date of this report, the Board is composed of the following members:

Name	Age	Gender	Nationality	Position
John St. John	58	Male	British	Co-Chief Executive Officer
Jorge Lucaya	61	Male	Spanish	Co-Chief Executive Officer
Joes Leopold	56	Male	Dutch	Chief Financial Officer
Frank Dangeard	64	Male	French	Non-Executive Director
Rick Medlock	62	Male	British	Non-Executive Director
Ignacio Moreno	64	Male	Spanish	Non-Executive Director
Female	Dutch	Non-Executive Director

Miriam van Dongen 53

All Non-Executive Directors qualify as independent in accordance with the Dutch Corporate Governance Code.

Martin Schwab resigned from his position as Non-Executive Director on 24th February 2022. According to the Articles of Association, the Board must consist of atleast 5 non-executive directors. The Board is actively looking for a replacement.

Frank Dangeard is the Chairman of the Board.

John St John and Jorge Lucaya were appointed on 9th June 2021. All other Directors were appointed on 15th November 2021.

Executive Directors are appointed for maximum terms of four years each.

Non-Executive Directors are appointed for a period of four years and may then be reappointed once for a period of four years.