SPEAR Investments I B : Interim Report

SPEAR Investments I B.V.

Interim Financial Report for the period 1st January 2022 to 30th June 2022

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Table of Contents
Interim Board Report .............................................................................................................................	3
Financial Statements..............................................................................................................................	6
Notes to the Financial Statements ......................................................................................................	11

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Interim Board Report

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 profit of €2.0 million over the period from 1st January 2022 to 30th June 2022. The result is primarily driven by fair value adjustment of warrants listed on Euronext Amsterdam, administrative expenses and negative interest paid on funds held in Escrow.

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.

Escrow

The Proceeds of the offering and Overfunding equaling 2% of the proceeds are held on the escrow account.

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Operating Expenses

The operating expenses excluding fair value adjustment of warrants for the period 1st January 2022 to 30th June 2022 amount to €0.3 million.

Management Structure

The Company maintains a one-tier board which is composed of three Executive Directors and four 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	59	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
Miriam van Dongen 53	Female	Dutch	Non-Executive Director

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

Frank Dangeard is the Chairman of the Board.

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.

Progress

The Company has conducted due diligence on a number of potential targets across a range of sectors. The targets have been sourced through different channels such as the network of the Sponsor firms, members of the Advisory Group and investment banks. The Company is in discussions with selected potential targets.

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Number of Employees

The Company had 1 employee on 30th June 2022.

Outlook for 2022

At the end of the interim period ended 30th June 2022, the Company has not proposed a specific target company for Business Combination. SPEAR will continue its search for a proposed Business Combination with a target company to be completed before the Business Combination Deadline.

Financial Highlights as at 30th June 2022

Balance in Escrow and Corporate Bank Account: €181.4 million

Trading price of Ordinary Shares: €9.90

Trading price of Warrants: €0.22

The Company has made after-tax loss of €2.0 million over the period from 1st January 2022 to 30th June 2022.

Responsibility Statement

The board of directors of the Company (the "Board") hereby declares that to the best of its knowledge, the condensed interim financial statements, which have been prepared in accordance with IAS 34 (Interim Financial Reporting), give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company, and this interim Board report includes a fair review of the information required pursuant to section 5:25d(8) and (9) of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

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