GFJ ESG Acquisition I SE

Société européenne

NSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD

FROM 8 JUNE 2021 (DATE OF PUBLICATION) TO 31 DECEMBER 2021

egistered office: 55, Avenue Pasteur

L - 2311 Luxemburg

R.C.S. Luxembourg: B255487

TABLE OF CONTENTS

GFJ ESG Acquisition I SE

Consolidated financial statements for the period ended 31 December 2021

Index to the consolidated financial statements Page(s)

Consolidated management report 1 - 3

Corporate governance statement 4

Independent auditor’s report 5 - 9

Consolidated statement of comprehensive income 10

Consolidated statement of financial position 11

Consolidated statement of changes in equity 12

Consolidated statement of cash flows 13

Notes to the consolidated financial statements 14 - 30

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

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            

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 

 

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



Mazars Luxembourg

5, rue Guillaume J. Kroll

L-1882 Luxembourg

Luxembourg

Tel: +352 27 114 1

Fax: +352 27 114 20

www.mazars.lu

Mazars Luxembourg – Cabinet de révision agréé

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

To the Shareholders of

GFJ ESG Acquisition I SE

Société européenne

R.C.S. Luxembourg B 255.487

55, Avenue Pasteur

L-2311 Luxembourg

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of GFJ ESG Acquisition I SE and its

subsidiaries (the “Group”), which comprise the consolidated statement of financial position as

at 31 December 2021, and the consolidated statement of comprehensive income,

consolidated statement of changes in equity and consolidated statement of cash flows for the

period from 8 June 2021 (date of registration) to 31 December 2021, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give true and fair view of

the consolidated financial position of the Group as at 31 December 2021, and of its

consolidated financial performance and its consolidated cash flows for the period from 8 June

2021 (date of registration) to 31 December 2021 in accordance with International Financial

Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with the EU Regulation N° 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 Consolidated

Financial Statements » section of our report. We are also independent of the Group 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 consolidated financial statements, 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.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of the audit of the consolidated financial statements 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 consolidated financial statements as of 31 December 2021.

Other matter

We hereby draw your attention to the fact that this audit report replaces the audit report on the

consolidated financial statements of the Group as of 31 December 2021 that was initially

issued on 29 April 2022. That report included an ‘other matter’ paragraph specifying that the

then issued consolidated financial statements had not been prepared in compliance with the

requirements set out in the Delegated Regulation 2019/815 on European Single Electronic

Format (“ESEF Regulation”) requiring public companies in the European Union to publish their

financial statements under such a format. This is no longer applicable.

Other information

The Management Board is responsible for the other information. The other information

comprises the information stated in the consolidated management report and the corporate

governance statement but does not include the consolidated financial statements and our

report of the “réviseur d’entreprises agréé” thereon.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially

inconsistent with the consolidated financial statements 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.

Responsibilities of the Management Board and Those Charged With Governance of the

Group for the Consolidated Financial Statements

The Management Board is responsible for the preparation and fair presentation of the

consolidated financial statements in accordance with IFRSs as adopted by the European

Union and for such internal control as the Management Board determines is necessary to

enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

The Management Board is also responsible for presenting and marking up the consolidated

financial statements in compliance with the requirements set out in the Delegated Regulation

2019/815 on European Single Electronic Format (“ESEF Regulation”).

In preparing the consolidated financial statements, the Management Board is responsible for

assessing the Group’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 Group or to cease operations, or has no

realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting

process.

Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated

Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated

financial statements 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 N° 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 consolidated financial

statements.

As part of an audit in accordance with the EU Regulation N° 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 consolidated financial

statements, 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 Group’s internal control.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management Board.

•

Conclude on the appropriateness of Management Board’s use of the going concern basis

of accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Group’s ability

to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our report of the “Réviseur d’Entreprises Agréé” to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to

the date of our report of the “Réviseur d’Entreprises Agréé”. However, future events or

conditions may cause the Group to cease to continue as a going concern.

•

Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair

presentation.

•

Assess whether the consolidated financial statements have been prepared, in all material

respects, in compliance with the requirements laid down in the ESEF Regulation.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the

entities and business activities within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction, supervision and performance

of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence and communicate to them all

relationships and other matters that may reasonably be thought to bear on our independence,

and where applicable, related safeguards or actions taken to eliminate threats or safeguards

applied.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the consolidated financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

report unless law or regulation precludes public disclosure about the matter.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of

Shareholders on 2 June 2021 and the duration of our uninterrupted engagement, including

previous renewals and reappointments, is 1 year.

The consolidated management report is consistent with the consolidated financial statements

and has been prepared in accordance with applicable legal requirements.

The Corporate Governance Statement is included in the consolidated management report.

The information required by Article 68ter paragraph (1) letters c) and d) of the law of

19 December 2002 on the commercial and companies register and on the accounting records

and financial statements of undertakings, as amended, is consistent with the consolidated

financial statements and has been prepared in accordance with applicable legal requirements.

We have checked the compliance of the consolidated financial statements of the Group as at

31 December 2021 with relevant statutory requirements set out in the ESEF Regulation that

are applicable to the financial statements. For the Group, it relates to:

•

Financial statements prepared in valid xHTML format;

•

The XBRL markup of the financial statements using the core taxonomy and the common

rules on markups specified in the ESEF Regulation.

In our opinion, the financial statements of the Group as at 31 December 2021, identified as

391200CLINOY60KP3T33-2021-12-31-en, have been prepared, in all material respects, in

compliance with the requirements laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the additional report to the audit committee

or equivalent.

We confirm that no prohibited non-audit services referred to in EU Regulation No 537/2014

were provided and that we remained independent of the Group in conducting the audit.

Luxembourg, 12 May 2022

For Mazars Luxembourg, Cabinet de révision agréé

5, rue Guillaume J. Kroll

L-1882 Luxembourg

Fabien DELANTE

Réviseur d’entreprises agréé

GFJ ESG Acquisition I SE

Consol

idated statement of comprehensive income for the period ended 31 December 2021

The accompanying notes form an integral part of these consolidated financial statements.

Period from

8 June to

31 December 2021

Note

EUR

Revenue

Other operating expenses

(882,689)

Operating profit/(loss)

(882,689)

Fair value gain/(loss) on class A warrants

(5,700,0 00)

Fair value gain/(loss) on class B warrants

(1,500,6 25)

Finance income

18,486

Finance costs

(527,639)

Profit/(loss) before income tax

(8 592 467)

Income tax

Profit/(loss) for the period

( 8 592 467)

Other comprehensive income

Total comprehensive income/(loss) for the period, net of tax

(8 592 467)

Profit/(loss) for the period attributable to:

Equity holders of the parent

(8,592,4 67)

Non-controlling interests

(8,592,467)

Total comprehensive income/(loss) attributable to:

Equity holders of the parent

(8,592,4 67)

Non-controlling interests

(8,592,4 67 )

Earnings/(loss) per share attributable to equity holders of the

parent:

Net earnings per share

(2.57)

Diluted earnings per share

(2.57)

J ESG Acquisition I SE

Cons

olidated statement of financial position as at 31 December 2021

The

accompanying notes form an integral part of these consolidated financial statements.

31 December 2021

Note

EUR

ASSETS

Non-current assets

Cash in escrow

154,218, 750

Current assets

Trade debtors

22,465

Prepayments

524,062

Cash and cash equivalents

1,454,61 8

Total current assets

2,001,14 5

Total assets

156,219, 895

EQUITY AND LIABILITIES

Equity

Share capital

144,000

Share premium

456,000

Accumulated deficit

(8,592,4 67)

Total equity attributable to owners of the parent

7,992,46 7

Non-controlling interests

Total equity

(7,992,4 67)

Non-current liabilities

Redeemable Class A shares

145,428, 327

Class A warrants at fair value

5,775, 000

Class B warrants at fair value

12,219,3 74

Total non-current liabilities

163,422, 701

Current liabilities

Trade and other payables

789,661

Total liabilities

164,212, 362

Total equity and liabilities

156,219, 895

J ESG Acquisition I SE

Cons

olidated statement of changes in equity for the period ended 31 December 2021

The

accompanying notes form an integral part of these consolidated financial statements.

capital

premium and

similar

premiums

Accumulated

deficit

Total equity

attributable

to parent

Non-

controlling

interest

Total

equity

EUR

Issuance of Class B shares

120,000

Share capital increase

24,000

Share premium increase

380,000

Issuance of 15,000,000

redeemable Class A shares

576,000

149,349, 000

149,925, 000

Reclassification of Class A

shares from equity to liability

(IAS 32)

(576,000)

(149,349 ,000)

(149,925 ,000)

Capital contribution without

issuance of shares

76,000

Profit/(loss) for the period

(8,592,4 67)

Balance, 31 December 2021

144,000

456,000

(8,592,4 67)

(7,992,4 67)

GFJ ESG Acquisition I SE

Consolidated statement of cash flows for the period ended 31 December 2021

The accompanying notes form an integral part of these consolidated financial statements.

Period from

8 June to

31 December 2021

Note

EUR

Cash flows from operating activities

Profit/(loss) before income tax (8,592,4 67)

Adjustment for non cash items:

Fair value (gain)/loss on Class A warrants 14 5,700,000

Fair value (gain)/loss on Class B warrants 14 1,500,62 5

Finance costs 507,020

Changes in working capital:

Increase in prepayments 11 (524,062)

(Increase) in trade and other receivables (22,465)

Increase in trade and other payables 15 789,661

Net cash flows from operating activities ( 641,788)

Cash flows from financing activities

Proceeds from issuance of class B shares including share

premium

13 600,000

Proceeds from issuance of Class A shares net of private

placement costs

14 144,921, 307

Proceeds from issuance of Class A warrants 14 75,000

Proceeds from issuance of Class B warrants 14 8,818,74 9

Proceeds from shareholder loan 9 1 ,900,000

Net cash flows from financing activities 156,315, 056

Net increase in cash and cash equivalents 155,673,368

Restricted cash (cash in escrow) 10 (154,218,75 0)

Cash and cash equivalents, beginning -

Cash and cash equivalents at end of period 1,454,618

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

GENERAL INFORMATION

GFJ ESG Acquisition I SE (the “Company” or “Parent”) was incorporated on 2 June 2021 (date of incorporation

as per the deed of incorporation agreed between shareholders in front of the notary) in Luxembourg as a

European company (Société Européenne or “SE”) based on the laws of the Grand Duchy of Luxembourg

(“Luxembourg”). The Company is registered with the Luxembourg Trade and Companies Register (Registre

de Commerce et des Sociétés in abbreviated “RCS”) under the number B255487 since 8 June 2021.

The share capital of the Company on 31 December 2021 was set to EUR 720,000, represented by 3,750,000

redeemable class B shares and 15,000,000 class A shares without nominal value. The share capital has been

fully paid up. Please refer to note 12 for more details.

The registered office of the Company is located at 55, Avenue Pasteur, L-2311 Luxembourg.

The Company is managed by its Management Board composed of Edith Baggott, Oliver Kaltner, and Gisbert

Rühl (the “Management Board”).

The founder of the Company, GFJ Holding GmbH & Co. KG, (the “Sponsor”), is a German limited partnership.

Unlike other forms of companies, a Société Européenne only exists from the date of publication of its statutes

with the RCS. Accordingly, the consolidated financial statements of GFJ ESG Acquisition I SE and its

subsidiaries (collectively the “Group”) were prepared in accordance with IFRS standards as adopted by the

European Union for the period from 8 June 2021 (date of publication in the RCS) to 31 December 2021 and

were authorised for issue in accordance with a resolution of the Management Board on 29 April 2022. Any act

performed and any transaction carried out by the Company between the date of incorporation and the date of

registration is considered to emanate from the Company and is therefore included in the consolidated financial

statements.

The Company has been established for the purpose of acquiring one operating business with principal business

operations in a member state of the European Economic Area or the United Kingdom or Switzerland in the

form of a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction

(the “Business Combination”).

On 19 October 2021, 15,000,000 redeemable class A shares (the “Class A shares”) were issued by the Company

in dematerialized form on the Frankfurt Stock Exchange through an initial offering (the “Private Placement”)

and were admitted to trading on the regulated market (Regulierter Markt), the main characteristics of which

are described in the prospectus, approved by the Commission de Surveillance du Secteur Financier (the

“CSSF”) in Luxembourg for the purpose of the listing of the shares and the warrants.

The placement occurred in the form of units, each consisting of one class A share with a par value of

EUR 0.0384 and ½ class A warrant in total 7,500,000.

Since October 19, 2021 the Company has been listed on the regulated market on the Frankfurt Stock Exchange

in Germany (Börse Frankfurt Zertifikate AG).

The Company intends to seek a suitable target for the Business Combination with a focus on ESG-related

technologies supporting the path to de-carbonization including the sub-sectors Energy as a Service, Process

Optimizing and Efficiency Increasing Solutions, Energy Storage, Carbon Capture, Circular Economy and

Mobility. The Company will have 24 months from the date of the admission to trading to consummate a

Business Combination, plus an additional three months if it signs a legally binding agreement with the seller

of a target within those initial 24 months. Otherwise, the Company will be liquidated and distribute all of its

assets to its shareholders (other than the Sponsor).

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

Pursuant to Article 2 of the Articles of Association, the Company’s corporate purpose is the creation, holding,

development and realization of a portfolio, consisting of interests and rights of any kind and of any other form

of investment in entities in the Grand Duchy of Luxembourg and in foreign entities, whether such entities exist

or are to be created, especially by way of subscription, acquisition by purchase, sale or exchange of securities

or rights of any kind whatsoever, such as equity instruments, debt instruments, as well as the administration

and control of such portfolio.

The Company may further grant any form of security for the performance of any obligations of the Company

or of any entity in which it holds a direct or indirect interest or right of any kind or in which the Company has

invested in any other manner or which forms part of the same group of entities as the Company and lend funds

or otherwise assist any entity in which it holds a direct or indirect interest or right of any kind or in which the

Company has invested in any other manner or which forms part of the same group of companies as the

Company.

The Company may borrow in any form and may issue any kind of notes, bonds and debentures and generally

issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.

The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities

which it may deem useful in accomplishment of these purposes.

SIGNIFICANT ACCOUNTING POLICIES

2.1.

Basis of preparation

The Company’s financial year starts on 1 January and ends on 31 December of each year, with the exception

of the first financial year which starts on 8 June 2021 (date of registration with the RCS) and ends on 31

December 2021.

The consolidated financial statements have been prepared in accordance with accounting standard IAS 1

Presentation of Financial Statements and on a going concern basis.

The consolidated financial statements have been prepared in Euros (EUR) unless stated otherwise. They have

been prepared in accordance with the International Financial Reporting Standards (IFRS) published by the

IASB and adopted by the European Union as at 31 December 2021.

2.2.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as

at 31 December 2021.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the

investee and has the ability to affect those returns through its power over the investee. Specifically, the Group

controls an investee if, and only if, the Group has:

• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant

activities of the investee);

• Exposure, or rights, to variable returns from its involvement with the investee; and

• The ability to use its power over the investee to affect its returns.

Generally, there is the presumption that a majority of voting rights results in control. To support this

presumption and when the Group has less than a majority of the voting or similar rights of an investee, the

Group considers all relevant facts and circumstances in assessing whether it has power over an investee,

including:

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

• The contractual arrangements with the other vote holders of the investee;

• Rights arising from other contractual arrangements; and

• The Group’s voting rights and potential voting rights.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the

Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or

disposed of during the year are included in the consolidated financial statements from the date the Group gains

control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the equity holders of the

parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests

having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting

policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income,

expenses and cash flows relating to transactions between members of the Group are eliminated in full on

consolidation.

2.3.

Summary of significant accounting policies

International accounting standards include IFRS, IAS (International Accounting Standards) and their

interpretations (Standing Interpretations Committee) and IFRICs (International Financial Reporting

Interpretations Committee).

The repository adopted by the European Commission is available on the following internet site:

http://ec.europa.eu/finance/accounting/ias/index_en.htm

New standards, amendments and interpretations that were issued but not yet applicable in as at 31

December 2021 and that are most relevant to the Group

Amendments to IAS 1 - not yet endorsed by the EU:

Classification of Liabilities as Current or Non-current. In January 2020, the the International Accounting

Standards Board (the IASB) issued amendments to paragraphs 69 to 76 of IAS 1 to specify the

requirements for classifying liabilities as current or non-current. The amendments are effective for annual

reporting periods beginning on or after 1 January 2023 and must be applied retrospectively.

Presentation of Financial statements and IFRS Practice Statements 2. In February 2021, the IASB issued

amendments to IAS 1 Presentation of Financial Statements in which it provides guidance and examples to

help entities apply materiality judgements to accounting policy disclosures. The IASB also issued

amendments to IFRS Practice Statement 2 Making Materiality Judgements (the PS) to support the

amendments in IAS 1 by explaining and demonstrating the application of the ‘four-step materiality

process’ to accounting policy disclosures. The amendments to IAS 1 will be effective for annual periods

beginning on or after 1 January 2023. Earlier application is permitted as long as this fact is disclosed.

Amendments to IAS 8 – not yet endorsed by the EU:

Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates.

In February 2021, the IASB issued amendments to IAS 8 Accounting Policies, Changes to Accounting

Estimates and Errors, in which it introduces a new definition of ‘accounting estimates’. The amendments

are designed to clarify the distinction between changes in accounting estimates and changes in accounting

policies and the correction of errors. The amendments become effective for annual reporting periods

beginning on or after 1 January 2023, with earlier application permitted.

Amendments to IAS 12 – not yet endorsed by the EU:

Deferred Tax related to Assets and Liabilities arising from a Single Transaction. In May 2021, the IASB

amended the standard to reduce diversity in the way that entities account for deferred tax on transactions

and events, such as leases and decommissioning obligations that lead to the initial recognition of both an

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

set and a liability. The amendments apply for annual reporting periods beginning on or after 1 January

2023 and may be applied early.

Reference to the Conceptual Framework - Amendments to IFRS 3 - not yet endorsed by the EU: In

May 2020, the IASB issued amendments to IFRS 3 Business Combinations - Reference to the Conceptual

Framework. The amendments are intended to replace a reference to the Framework for the Preparation

and Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual Framework

for Financial Reporting issued in March 2018 without significantly changing its requirements. The

amendments are effective for annual reporting periods beginning on or after 1 January 2022 and apply

prospectively.

Amendments to IAS 37 not yet endorsed by the EU: Onerous Contracts — Cost of Fulfilling a Contract.

The amendments specify that the ‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to

the contract’. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract

(examples would be direct labour, materials) or an allocation of other costs that relate directly to fulfilling

contracts (an example would be the allocation of the depreciation charge for an item of property, plant and

equipment used in fulfilling the contract). The amendments are effective for annual reporting periods

beginning on or after 1 January 2022 with earlier application permitted.

Annual improvements to IFRS Standards 2018-2020 not yet endorsed by the EU: The annual

improvements to IFRS consists of amendments to IFRS 1, IFRS 9, IFRS 16. The amendments are effective

for annual reporting periods beginning on or after 1 January 2022 with earlier application permitted.

The initial application of these standards, interpretations and amendments to existing standards is planned

for the period of time from when its application becomes compulsory. Currently, the Management Board

anticipates that the adoption of these Standards and Interpretations in future periods will have no material

impact on the financial information of the Group.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The cost of an acquisition is

measured as the aggregate of the consideration transferred, which is measured at acquisition date fair

value, and the amount of any non-controlling interests in the acquiree. For each business combination,

the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the

proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as

incurred and included in administrative expenses.

The Group determines that it has acquired a business when the acquired set of activities and assets include

an input and a substantive process that together significantly contribute to the ability to create outputs.

The acquired process is considered substantive if it is critical to the ability to continue producing outputs,

and the inputs acquired include an organised workforce with the necessary skills, knowledge, or

experience to perform that process or it significantly contributes to the ability to continue producing

outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay

in the ability to continue producing outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate

classification and designation in accordance with the contractual terms, economic circumstances and

pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in

host contracts by the acquiree.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the

acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent

settlement is accounted for within equity. Contingent consideration classified as an asset or liability that

is a financial instrument and within the scope of IFRS 9 Financial Instruments, is measured at fair value

with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9.

Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each

reporting date with changes in fair value recognised in profit or loss.

Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred

and the amount recognised for non-controlling interests and any previous interest held over the net

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess

of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of

the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the

amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair

value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in

profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment

losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the

acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from

the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those

units.

Foreign currencies

These consolidated financial statements are presented in EUR, which is the parent’s and subsidiaries

functional currency and presentation currency.

Transactions denominated in currencies other than the EUR are recorded at the exchange rate at the

transaction date.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial

liability or equity instrument of another entity. The Group recognises a financial asset or a financial

liability when it becomes a party to the contractual provisions of the instrument. Purchases or sales of

financial assets that require delivery of assets within the time frame generally established by regulation

or convention in the marketplace (regular way trades) are recognised on the trade date i.e. the date that

the Group commits to purchase or sell the asset.

Financial assets: The Group classifies its financial assets as subsequently measured at amortised cost or

measured at fair value through profit or loss on the basis of both:

• The entity’s business model for managing the financial assets; and

• The contractual cash flow characteristics of the financial asset.

The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at

fair value through profit and loss, transaction costs.

Financial assets measured at amortised cost: This is the category most relevant to the Group. A debt

instrument is measured at amortised cost if it is held within a business model whose objective is to hold

financial assets in order to collect contractual cash flows and its contractual terms give rise on specified

dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR)

method and are subject to impairment. Gains and losses are recognised in profit and loss when the asset

is derecognised, modified or impaired.

The Group includes in this category cash and cash equivalents.

Financial liabilities: The financial liabilities are classified, at initial recognition, as financial liabilities

at fair value through profit or loss or financial liabilities at amortised cost.

The Group’s financial liabilities include trade and other payables, interest-bearing loans and borrowings.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and

payables, net of directly attributable transaction costs.

Financial liabilities measured at amortised cost: This is the category most relevant to the Group. After

initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are

derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that

are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit

or loss.

The Group includes in this category interest-bearing loans and borrowings and trade and other payables.

Dereco

gnition: A financial asset is derecognised when the rights to receive cash flows from the asset

have expired or the Group has transferred its rights to receive cash flows from the asset or has assumed

an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-

through’ arrangement

; and e

ither (a) the Group has transferred substantially all the risks and rewards of

the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of

the asset, but has transferred control of the asset. A financial liability is derecognised when the obligation

under the liability is discharged or cancelled or expired. When an existing financial liability is replaced

by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as the derecognition of the original

liability and the recognition of a new liability. The difference in the respective carrying amounts is

recognised in the statement of profit or loss.

pairment of financial assets: The Group has chosen to apply an approach similar to the simplified

approach for expected credit losses (“ECL”) under IFRS 9 to its financial assets. Therefore the Group

recognises a loss allowance based on lifetime ECLs at each reporting date. The Group’s approach to

ECLs reflects a probability-weighted outcome, the time value of money and reasonable and supportable

information that is available without undue cost or effort at the reporting date about past events, current

conditions and forecasts of future economic conditions.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and

short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a

known amount of cash and subject to an insignificant risk of changes in value. The carrying amounts of

these approximate their fair value.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash

and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an

integral part of the Group’s cash management.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date. The fair value measurement is based

on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability; or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would

use when pricing the asset or liability, assuming that market participants act in their economic best

interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to

generate economic benefits by using the asset in its highest and best use or by selling it to another market

participant that would use the asset in its highest and best use.

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient

data are available to measure fair value, maximising the use of relevant observable inputs and minimising

the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial

statements are categorised within the fair value hierarchy, described as follows, based on the lowest level

input that is significant to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value

measurement is directly or indirectly observable;

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value

measurement is unobservable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the

basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy,

as explained above.

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a

past event, it is probable that an outflow of resources embodying economic benefits will be required to

settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group

expects some or all of a provision to be reimbursed, for example, under an insurance contract, the

reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate

that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase

in the provision due to the passage of time is recognised as a finance cost.

Taxes

Income tax recognized in the statement of profit or loss and other comprehensive income includes current

and deferred taxes.

Current tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or

paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are

enacted or substantively enacted at the reporting date in the countries where the Group operates and

generates taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the

statement of profit or loss and other comprehensive income.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities

in the consolidated financial statements and the corresponding tax bases used in the computation of

taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets

are generally recognized for all deductible temporary differences to the extent that it is probable that

taxable profits will be available against which those deductible temporary differences can be utilized.

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

Deferred tax assets are tested for impairment on the basis of a tax planning derived from management

business plans.

Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill

or from the initial recognition (other than in a business combination) of other assets and liabilities in a

transaction that affects neither the taxable profit nor the accounting profit.

Sales tax

Expenses and assets are recognised net of the amount of sales tax, except:

• When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation

authority, in which case, the sales tax is recognised as part of the cost of acquisition of the asset or

as part of the expense item, as applicable;

• When receivables and payables are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of

receivables or payables in the statement of financial position.

SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these consolidated financial statements in conformity with IFRS requires management to

make judgements, estimates and assumptions that affect the application of accounting policies and the reported

amounts of assets, liabilities, income and expenses.

Actual results and outcomes may differ from management’s estimates and assumptions due to risks and

uncertainties, including uncertainty in the current economic environment due to the ongoing outbreak of a novel

strain of the coronavirus (“COVID-19”).

In December 2019, a COVID-19 outbreak was reported in China, and, in March 2020, the World Health

Organization declared it a pandemic. Since being initially reported in China, the coronavirus has spread to over

150 countries. Given the ongoing and dynamic nature of the COVID-19 crisis, it is difficult to predict the

impact on the business of potential targets. The extent of such impact will depend on future developments,

which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. The

ongoing COVID-19 pandemic, the increased market volatility and the potential unavailability of third-party

financing caused by the COVID-19 pandemic as well as restrictions on travel and in-person meetings, which

may hinder the due diligence process and negotiations, may also delay and/or adversely affect the Business

Combination or make it more costly.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimates are revised and in any future periods affected.

As at 31 December 2021, the significant areas of estimates, uncertainty and critical judgements in applying

accounting policies that have the most significant effect on the amounts recognised in these consolidated

financial statements are the following:

• Classification of redeemable Class A shares (the “Class A shares”): The Management Board assessed the

classification of redeemable Class A shares in accordance with IAS 32, Financial Instruments:

Presentation, under which the redeemable Class A shares do not meet the criteria for equity treatment

and must be recorded as liabilities. The Class A shares features certain redemption rights that are

considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, the Company classifies the Class A shares as financial liabilities at amortised cost in

accordance with IFRS 9. The transaction costs directly attributable to issuance of the Class A shares

which are subscribed via private placement (“Private Placement”) are deducted against the initial fair

value. The redeemable portion of the Class A shares refers to the proceeds on the Private Placement

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

allocated to the shares, net of negative interest due on the cash in escrow. In line with the requirements

of IAS 32, any non-redeemable portion are reclassified to equity under share capital and share premium

in the consolidated statement of financial position, in line with the initial allocation of the subscription

price, the surplus being considered as a capital contribution (share premium).

• Classification and measurement of Warrants: The Management Board assessed the classification of

warrants in accordance with IAS 32 under which the warrants do not meet the criteria for equity treatment

and must be recorded as derivatives. Accordingly, the Company classifies the Class A warrants and Class

B warrants as liabilities at fair value and adjust them to fair value at each reporting period. This liability

is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is

recognized in the consolidated statement of comprehensive income. The fair value of Class A warrants

is determined based on its quoted market price or independently valued using the Monte Carlo method

for periods when there are no observable trades, as of each relevant date. Likewise, the Class B warrants

which are not listed on the stock exchange are also independently valued using the Black Scholes option

pricing method to determine their fair value.

• Deferred tax asset: A deferred tax asset in respect of the tax losses incurred has not been recognised as

the Management Board estimates uncertainty in terms of future taxable profit against which the Group

can utilise the benefits therefrom (Note 7).

GROUP INFORMATION

Subsidiaries

The Group has been newly established on 8 June 2021. The wholly-owned subsidiaries of the Group as at 31

December 2021 are Blitz 21-733 GmbH which has been renamed to GFJ Advisors I GmbH and Blitz 21-734

GmbH & Co. KG which has been renamed to GFJ Advisors I

GmbH & Co. KG. The latter is a German limited

partnership managed by GFJ Advisors I GmbH as its general partner. Both subsidiaries are registered and

located in Germany.

The consolidated financial statements of the Group include the Company GFJ Advisors I GmbH and GFJ

Advisors I

GmbH & Co. KG.

The parent company

As at 31 December 2021, the immediate and ultimate parent company of the Company is GFJ Holding GmbH

& Co. KG based in Germany with a shareholding of 100%.

Segment information

The Group is currently organised as one reportable segment. The Group has been deemed to form one

reportable segment as the Parent and its subsidiaries have been established together for the purpose of acquiring

one operating business i.e. the Business Combination (Note 1).

ACQUISITION OF SUBSIDIARIES

The Company will conduct substantially all of its operations through its wholly owned and newly acquired

subsidiary GFJ Advisors I

GmbH & Co. KG, a German limited partnership managed by the Company’s wholly

owned subsidiary, GFJ Advisors I GmbH, which is the general partner of GFJ Advisors I

GmbH & Co. KG.

The acquired companies are companies with no business. Consequently, the acquisition has been accounted as

acquisitions of assets that do not constitute a business combination.

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

The Company acquired both companies for an amount of EUR 31,300 which included cash balances of

EUR 25,500 (thereof EUR 25,000 from GFJ Advisors I GmbH and EUR 500 from GFJ Advisors I

GmbH &

Co. KG

) and acquisition related costs of EUR 5,800. The acquisition related costs have been recognized in the

consolidated statement of comprehensive income.

The purchase price for the acquisition was paid on 14 June 2021 by AFT Invest AG a limited partner of the

Sponsor on behalf of the Company since the Company’s bank account was not operational (Note 13).

OTHER EXPENSES

Other operating expenses

The other operating expenses were linked to legal, other professional, accounting and consulting services.

e total audit fees paid are as follows:

The Company did not have any employees during the financial period ended 31 December 2021.

Private placement

related costs

Recorded as part of

Other Operating

expenses

From June 8, 2021

to December 31,

2021

€

Statutory audit of the annual accounts

98,280

Audit-related fees

171 990

Total

171 990

98 280

270, 270

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

INCOME TAXES

The reconciliation between actual and theoretical tax expense is as follows:

December 2021

EUR

Loss for the period before tax (8,592,467)

Theoretical tax charges, applying the tax rate of 24.94%

[1]

2,142,961

Tax effect of adjustments from local GAAP to IFRS

[2]

(6,058,288)

Unrecognized deferred tax 3,915,327

Income tax

The tax rate used in reconciliation above is the Luxembourgish tax rate (24.94%) as the Company is domiciled

in Luxembourg. Deferred tax assets have not been recognised in respect of the loss incurred during the period

ended 31 December 2021 because it is not probable that future taxable profit will be available against which

the Group can utilise the benefits therefrom. Unused tax losses of the Company can be used within a period of

17 years as per Luxembourg tax law.

Income taxes payable to / recoverable from the tax authorities are determined based on the financial results

of GFJ ESJ Acquisition I SE and its subsidiaries as shown in their stand-alone financial statements prepared in

local GAAP. Hence adjustments from local GAAP to IFRS may lead to higher / lower taxable result in the

consolidated financial statements as compared to that determined based on the stand-alone financial statements.

EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share (“EPS”) is calculated by dividing the profit/(loss) for the period attributable to

ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during

the period.

Diluted EPS is calculated by dividing the profit/(loss) attributable to ordinary equity holders of the parent by

the weighted average number of ordinary shares outstanding during the period plus the weighted average

number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into

ordinary shares.

Currently, no other diluting instruments have been issued. Therefore, basic EPS equals diluted EPS as at

31 December 2021.

FINANCIAL ASSETS AND LIABILITIES

Financial liabilities: Interest-bearing loans and borrowings

In August 2021 the Company borrowed EUR 1,900,000 from its shareholders loan facility up to EUR 2,000,000

with effect on 15 June 2021 (“shareholder loan”) which was then set off against a subscription price of new

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

Class B warrants as at 13 October 2021. Accrued interest amounted to EUR 18,486 have been waived by the

sole shareholder.

On 31 December 2021, the outstanding loan and interest were nil.

10.

Cash in escrow

Cash in escrow of EUR 154,218,750 consists of the gross proceeds from the private placement and additional

sponsor subscription. The cash held in escrow from the gross proceeds on the private placement is set aside to

pay the following, in case of a business combination: i) payment of class A shares for which the redemption right

was exercised, net of any interest and taxes, ii) fixed deferred listing commission and discretionary deferred

listing commission, and iii) any remainder values will be returned to the Company

If the Company does not consummate a Business Combination, the amounts standing on the escrow will be

returned to the Company, and after deduction of the unused portion, if any, of the proceeds from the additional

sponsor subscription, at first priority distributed to the holders of Class A shares.

e fair value of cash in escrow approximates its carrying value as at 31 December 2021 (level 3).

11.

PREPAYMENTS

Prepayments of EUR 524,062 as at 31 December 2021 are composed mainly of insurance costs and regulator

fees invoiced in 2021 for services applicable in 2022.

12.

CASH AND CASH EQUIVALENTS

The amount of cash and cash equivalents was EUR 1,454,618 as at 31 December 2021. The fair value of cash

and cash equivalents approximate its carrying value as at 31 December 2021.

13.

ISSUED CAPITAL AND RESERVES

Share capital and share premium

As at 31 December 2021 the Company's share capital is set at seven hundred twenty thousand euro

(EUR 144,000), represented by (i) one million two hundred fifty thousand (1,250,000) class B1 shares without

nominal value (the "Class B1 Shares"), (ii) one million two hundred fifty thousand (1,250,000) class B2 shares

without nominal value (the "Class B2 Shares"), (iii) one million two hundred fifty thousand (1,250,000) class

B3 shares without nominal value (the "Class B3 Shares").

As at incorporation the share capital of the Company was EUR 120,000 represented by 12,000,000 redeemable

class B shares without nominal value.

On October 13, 2021, the sole shareholder resolved to convert the existing twelve million (12,000,000) class B

shares into three million one hundred twenty-five thousand (3,125,000) class B shares divided into one million

forty-one thousand six hundred sixty-seven (1,041,667) Class B1 shares, (ii) one million forty-one thousand

six hundred sixty-seven (1,041,667) Class B2 shares and (iii) one million forty-one thousand six hundred sixty-

six (1,041,666) Class B3 shares.

On October 13, 2021, the sole shareholder decided to contribute an amount of EUR 380,000 to the equity of

the Company without issuance of shares, account 115. These monies were used to cover the operating expenses

as well as due diligence costs.

On October 18, 2021, the Management Board of the Company has decided, to increase the Company’s share

capital by an amount of twenty-four thousand euro (EUR 24,000) to an amount of seven hundred twenty

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

thousand euro (EUR 720,000) through the issuance of two hundred eight thousand three hundred thirty-three

(208,333) Class B1 Shares, two hundred eight thousand three hundred thirtythree (208,333) Class B2 Shares

and two hundred eight thousand three hundred thirty-four (208,334) Class B3 Shares for an aggregate price of

one hundred thousand euro (EUR 100,000).

The contribution in cash consisting of one hundred thousand euro (EUR 100,000) consists of twenty-four

thousand euro (EUR 24,000) for the share capital and seventy-six thousand euro (EUR 76,000) for the share

premium.

As at December 31, 2021, 3,750,000 Class B shares were issued and fully paid.

Authorised capital

The authorization for the Management Board to issue Class A Shares, to grant options to subscribe for Class A

Shares and to issue any other instruments, such as convertible warrants pursuant to the article 6 in the Articles

of Association is applicable for a period of 5 years from the date of incorporation or any subsequent resolutions

to create, renew or increase the authorised capital.

As at 31 December 2021 the authorised capital, excluding the issued share capital, is set at eleven million three

hundred forty-three thousand four hundred fifty-six euro (EUR 11,343,456), consisting of two hundred ninety-

five million four hundred two thousand five hundred (295,402,500) Class A Shares without nominal value.

During a period of five years from the date of incorporation or any subsequent resolutions to create, renew or

increase the authorised capital, the Management Board with the consent of the supervisory board is hereby

authorised to issue Class A Shares, to grant options or warrants to subscribe for Class A Shares and to issue any

other instruments giving access to shares within the limits of the authorised capital to such persons and on such

terms as they shall see fit and specifically to proceed to such issue with removal or limitation of the preferential

right to subscribe to the Shares issued for the existing shareholders, and it being understood, that any issuance of

such instruments will reduce the available authorized capital accordingly. With respect to warrants issued by the

Company, the five-year limit applies to the issuance thereof, whereas the exercise of such warrants may occur

after the expiration of the authorisation. Class A Shares may also be issued under the authorised capital against

contribution in kind, in particular the contribution of a target business under the Business Combination. The

Company has issued seven million five hundred thousand (7,500,000) Class A warrants and seven million one

hundred forty-five thousand eight hundred thirty-three (7,145,833) Class B warrants, which reduce the available

authorised capital accordingly.

Legal reserves

The Company is required to allocate a minimum of 5% of its annual net profit to a legal reserve, until this

reserve equals 10% of the subscribed share capital. This reserve may not be distributed.

14.

NON-CURRENT LIABILITIES

Redeemable class A shares

On October 18, 2021, the Company has issued 15,000,000 redeemable Class A shares with a par value of

0.0384. Holders of Class A common stock are entitled to one vote for each share. On the issue date, the

redeemable Class A shares is measured at amortised cost valued at EUR 144,921,307, net of transaction costs

amounting to EUR 5,003,693.

Transaction costs are incremental costs that are directly attributable to the issuance of the Class A shares and

its subsequent listing on the Frankfurt Stock Exchange were deducted from its initial fair value. The transaction

costs include Listing Fees, legal fees, audit fees, accounting and administration fees, agency fees and CSSF

fees (see Note 6).

As at 31 December 2021, the amortized cost of the redeemable Class A shares amounts to EUR 145,428,327

after amortisation of EUR 507,020 calculated using the EIR method. This amortization is presented as part of

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

finance costs in the consolidated statement of comprehensive income. The fair value of redeemable Class A

shares is EUR 149,250,000 based on its quoted price (level 1) as of 31 December 2021.

Class A Shareholders may request redemption of all or a portion of their Class A shares in connection with the

Business Combination, subject to the conditions and procedures set forth in the Articles of Association. Class

A shares will only be redeemed under the following conditions, (i) the Business Combination is approved by

the general meeting of shareholders and subsequently consummated, (ii) a holder of Class A shares notifies the

Company of its request to redeem a portion or all of its Class A shares in writing by completing a form approved

by the Management Board for this purpose that will be included with the convening notice for the general

meeting of shareholders and such notification is received by the Company not earlier than the publication of

the notice convening the general meeting of shareholders for the approval of the Business Combination and

not later than two business days prior to the date of the general meeting of shareholders convened for the

purpose of approving the Business Combination, and (iii) the holder of Class A shares transfers its Class A

shares to a trust depositary account specified by the Company in the notice convening the general meeting of

shareholders.

Each Class A share that is redeemed shall be redeemed in cash for a price equal to the aggregate amount on

deposit in the escrow account related to the proceeds from the Private Placement of the Class A shares and

warrants, divided by the number of the then outstanding Class A Shares, subject to (i) the availability of

sufficient amounts on the escrow account and (ii) sufficient distributable profits and reserves of the Company.

Because the Class A are redeemable under certain conditions, the Management Board concluded that the Class

A shares do not meet the definition of an equity instrument as per IAS 32. Hence, the Class A shares are

considered as debt instruments.

Class A and class B warrants at fair value

On 15 October 2021 it was resolved to acknowledge, approve, and authorise in the name and on behalf of the

Supervisory Board the issuance, within the framework of the authorised capital of seven million five hundred

thousand (7,500,000) new Class A warrants in accordance with the terms and conditions of Class A warrants,

for a total subscription price of seventy-five thousand euro (EUR 75,000), EUR 0.01 per warrant; and to

acknowledge, approve and ratify in the name and on behalf of the Supervisory Board the issuance within the

framework of the authorised capital of (i) six million four hundred ten thousand four hundred seventeen

(6,410,417) new Class B warrants for an aggregate subscription price of nine million six hundred fifteen

thousand six hundred twenty five euro and fifty cents (EUR 9,615,625.50), which has been settled by set off

against an amount of one million nine hundred thousand euro (EUR 1,900,000 see note 9) drawn down under

the shareholder loan granted by GFJ Holding GmbH & Co. KG to the Company which loan shall be terminated

following such set off and seven million seven hundred fifteen thousand six hundred twenty-five euro and fifty

cents (EUR 7,715,625.50) paid in cash, and, (ii) under the additional sponsor subscription of Class B warrants,

an additional number of seven hundred thirty-five thousand four hundred sixteen (735,416) Class B warrants

for the price of one million one hundred three thousand one hundred twenty-five euro (EUR 1,103,125) in

accordance with the terms and conditions of Class B warrants. All class B warrants were issued for a

subscription price of EUR 1.50 per warrant.

As at 31 December 2021, the fair value of Class A warrants was estimated at EUR 5,775,000 (EUR 0.77 per

warrant) using Monte Carlo valuation model (level 3), resulting in the recognition of fair value loss of

EUR 5,700,000 for the period from issue date to 31 December 2021. The significant inputs to the valuation

model include the contractual terms of the warrants (i.e. exercise price, maturity), risk-free rates of German

government bonds and volatility of the warrants by reference to average of the volatility of traded warrants

issued by similar special purpose acquisition companies and of volatility of target peers, and discount for

probability of liquidation of the Company because not having consummated a business combination by the

stated deadline.

As at 31 December 2021, the fair value of Class B warrants was estimated at EUR 12,219,374 (EUR 1.71 per

warrant) using Black-Scholes option pricing model (level 3), resulting in the recognition of fair value loss of

EUR 1,500,625 for the period from the issue date to 31 December 2021. The significant inputs to the valuation

model include the contractual terms of the warrants (i.e. exercise price, maturity), risk-free rates of German

government bonds and volatility of the warrants by reference to average of the volatility of traded warrants

issued by similar special purpose acquisition companies and of volatility of target peers, and discount for

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

proba

bility of liquidation of the Company because not having consummated a business combination by the

stated deadline and discount for lack of marketability.

15.

CURRENT LIABILITIES

Trade and other payables amount to EUR 789,661 as at 31 December 2021.

Trade and other payables are mainly related to legal and other professional services received by the Group. The

carrying amounts of these approximate their fair value.

16.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group consists of newly formed companies that have conducted no operations and currently generated no

revenue. They do not have any foreign currency transactions. Hence currently the Group does not face foreign

currency risks nor any interest rate risks as the financial instruments of the Group bear a fixed interest rate.

Liquidity risks

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall

due.

The Company has completed its Private Placement and listing to Frankfurt Stock Exchange. The proceeds from

the Private Placement is deposited in an escrow account. The amount held in the escrow account will only be

released in connection with the completion of the Business Combination or the Company’s liquidation. As at

December 31, 2021, the Management believes that the funds available to the Group outside of the secured

deposit account are sufficient to pay costs and expenses which are incurred by the Group prior to the completion

of the Business Combination. Furthermore, the Group has financial instruments which are presented as non-

current liabilities, which does not pose any liquidity issues to the Group (See Note 3).

Capital management

The Management Board policy is to maintain a strong capital base so as to maintain investor, creditor and

market confidence and to sustain future development of the business. In order to meet the capital management

objective described above, the Group has raised funds through a Private Placement reserved to certain qualified

investors inside and outside of Germany, and had the public shares and public warrants issued in such Private

Placement admitted to listing and trading on the Frankfurt Stock Exchange. The above-mentioned financial

instruments issued as part of this Private Placement represents what the entity will manage as capital, although

these instruments are considered as debt instruments from an accounting standpoint.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer

contract, leading to a financial loss. The Group is currently exposed to credit risk from its financing activities,

including deposits with banks and financial institutions.

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

17.

RELATED PARTIES DISCLOSURES

Parties are considered to be related if one party has the ability to control the other party or exercise significant

influence over the other party in making financial or operational decisions.

Direct parent company

The founder and sponsor of the Company is GFJ Holding GmbH & Co. KG, a German limited partnership. As

of 31 December 2021, the Sponsor holds 100% of the Company’s share capital.

Terms and conditions of transactions with related parties

There have been no guarantees provided or received for any related party receivables or payables as at

31 December 2021.

Regarding the equity interest in the Company, please refer to the information provided above in “Direct parent

company”. Regarding the shareholder loan agreement please refer to Note 9.

Commitments with related parties

Regarding the shareholder loan please refer to Note 9.

Transactions with key management personnel

There are no advances or loans granted to members of the Management Board and Supervisory Board as at 31

December 2021.

The Management Board consisting of 3 members and the supervisory board consisting of 5 members are entitled,

based on a shareholder resolution from July 5, 2021, to an aggregate remuneration of EUR 255,000 per annum

payable on a quarterly basis for providing director/advisory services to the Company. In the period ended on

December 31, 2021, the Management Board received remuneration in the amount of EUR 73,179.

18.

COMMITMENTS AND CONTINGENCIES

In the context of the planned Business Combination, the Company entered or is contemplating to enter into

respective contracts with different providers for amongst other due diligence services, the total cost of which

is estimated at approximately EUR 13.6 million.

Upon consummation of the Business Combination, the Company would be liable to pay an additional 3.00%

on the gross proceeds from the Private Placement in the form of Deferred Listing Commission, as described in

note 17.

The Group has no other commitments and contingencies as at 31 December 2021.

19.

EVENTS AFTER THE REPORTING PERIOD

In the beginning of 2022, the COVID-19 pandemic continued to impact business operations worldwide and

may impact the Business Combination processes, and there is uncertainty in the nature and degree of its

continued effects over time.

On February 9, 2022, the Management Board and the Supervisory Board held meetings and resolved to convene

an extraordinary general meeting of shareholders of the Company in order to approve the acquisition of a

German GmbH, with a focus on ESG-related technology sector that supports the decarbonisation path (the

"Target"). The Company and the Target intend to achieve a business combination through (i) the acquisition

by the Company of all of the shares in the Target from all the shareholders of the Target at the time of such

acquisition (the “Transaction Shareholders”) and (ii) the issuance of new class A shares in the Company to the

Transaction Shareholders in exchange for the shares in the Target transferred by the Transaction Shareholders

GFJ ESG Acquisition I SE

Notes to the consolidated financial statements for the period ended 31 December 2021

in the acquisition referred to in item (i) (the "Acquisition"). At the date of publication of these consolidated

financial statements, the EGM has not taken place yet.

In February 2022, a number of countries (including the US, UK and EU) imposed sanctions against certain

entities and individuals in Russia as a result of the official recognition of the Donetsk People Republic and

Lugansk People Republic by the Russian Federation. Announcements of potential additional sanctions have

been made following military operations initiated by Russia against the Ukraine on 24 February 2022.

Due to the growing geopolitical tensions, since February 2022, there has been a significant increase in volatility

on the securities and currency markets, as well as a significant depreciation of the ruble against the US dollar

and the euro. It is expected that these events may affect the activities of Russian enterprises in various sectors

of the economy.

The Company regards these events as non-adjusting events after the reporting period. Although neither the

Company’s performance and going concern nor operations, at the date of this report, have been significantly

impacted by the above, the Management Management Board continues to monitor the evolving situation and

its impact on the financial position and results of the Company.

No further events have taken place since balance sheet date that would have had a significant impact on the

financial position of the Company as at the closing date.