XETR:LRND ESEF Annual Report
ANCHORCORE SE EO1 (XETR:LRND)
ESEF Annual Report
2023-05-09
For: 2022-12-31
View Original
Added on
September 23, 2026
Soc
iété européenne
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Registered office: 5, Heienhaff
lea
rnd SE
Table of contents
Co
nsolidated financial statements for the year ended 31 December 2022
Index to the consolidated financial statements Page(s)
Man
agement Report
1 – 4
Go
vernance Statement
5
Independent auditor’s report
6 – 8
Co
nsolidated statement of comprehensive income
1
0
Co
nsolidated statement of financial position
11
Co
nsolidated statement of changes in equity
12
Co
nsolidated statement of cash flows
13
No
tes to the consolidated financial statements
14 – 3
1
1
learnd SE
(former GFJ ESG Acquisition I SE)
Société européenne
Consolidated Management Report
for the year ended 31 December 2022
The Management Board of learnd SE (hereafter the “Company”) submit their consolidated management report with the
consolidated financial statements of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2022.
1. Overview
The Company is a special purpose acquisition company incorporated in Luxembourg on 2 June 2021 and registered with
the Luxembourg Trade and Companies Register on 8 June 2021. 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”).
The purpose of the Company was to complete the Business Combination using cash from the proceeds of the Private
Placement of the Class A shares and warrants (see below).
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
as adopted by the European Union and on a going concern basis.
The Company did not make any distributions during the year. The Company did not conduct any research and development
during the year. The Company had no branches at the end of the financial year and it did not acquire any of its own shares.
The Company is governed by a Management Board and a Supervisory Board. This two-tier governance structure was
resolved by an extraordinary shareholders’ meeting of the Company held on 18 June 2021. The powers of the
Management Board and Supervisory Board are determined by the Luxembourg Company Law, the Articles of
Association of the Company and the internal rules of procedure of both the Management Board and Supervisory Board.
The Company is undertaking continuous control and monitoring measures of the ongoing legal and regulatory landscape.
Moreover, the Management Board and the Supervisory Board is supported by leading service providers on the respective
legal, accounting and tax domains.
2. Review and development of the Group’s financial position
On 19 October 2021, the Company issued 15,000,000 class A redeemable shares 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 from the 15,000,000 class A shares issued
with a par value of EUR 0.0384, and ½ a class A warrant from the total of 7,500,000 warrants issued by the Company.
The Company also issued class B 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 13 October 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 18 October 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 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 thirty three (208,333) Class
B2 Shares and two hundred eight thousand three hundred thirty-four (208,334) class B3 Shares for an aggregate price of
2
o
ne hundred thousand euro (EUR 100,000). As at 30 June 2022, 3,750,000 (31 December 2021: 3,750,000) class B shares
were issued and fully paid.
Since 19 October 2021 the Company has been listed on the regulated market of the Frankfurt Stock Exchange in Germany
(Börse Frankfurt Zertifikate AG).
In October 2021 the Supervisory Board approved the issuance of 7,145,833 class B warrants. All class B warrants were
issued for a subscription price of EUR 1.50 per warrant.
The Group holds cash in an escrow account in the amount of EUR 153,883,561 consisting of the gross proceeds from the
private placement and additional sponsor subscription less negative interest charged and positive interest added by the bank.
The Group did not generate revenues during the year ended 31 December 2022 and is not expected to generate any operating
revenues until after the completion of the Business Combination.
The Group’s activities for the period ended 31 December 2022 were those necessary to prepare for the Private Placement
and the subsequent listing to the regulated market of the Frankfurt Stock Exchange, and, after the listing, identifying a target
company for a business combination and completing the acquisition described below. The Group incurred expenses as a
result of being a public company (for legal, financial reporting, accounting and auditing compliance).
The net loss of the Group for the period ended 31 December 2022 is EUR 15,659,557 due to the operating expenses and
finance costs.
On 29 September 2022, the Company has entered into a non-binding letter of intent with Learnd Limited ("learnd"), a
company with a focus on ESG-related technology sector that supports the decarbonisation path, concerning a business
combination between the Company and learnd.
The letter of intent includes an agreement to seek a PIPE investment (private investment in public equity) in an amount of
up to EUR 10 million that the Company and learnd intended to consummate in parallel to the envisaged Business
Combination.
The Business Combination was intended to to involve the existing shareholders of learnd transferring 100% of the
outstanding equity and equity equivalents of learnd to the Company in exchange for (i) new shares in the Company and (ii)
a consideration in cash. The combined entity was intended to be listed on the Frankfurt Stock Exchange and have a
shareholder base comprised of (i) learnd's existing shareholders, (ii) the Company's shareholders, and (iii) investors in the
PIPE.
On 27 October 2022, the Company, learnd and all of learnd’s shareholders entered into a business combination agreement
and an amendment agreement dated 9 December 2022 to such business combination agreement (together, the “Business
Combination Agreement”) relating to the Business Combination between the Company and learnd, pursuant to which the
Company acquired or assumed all of the outstanding equity and equity equivalents of learnd, in exchange for New Public
Shares in the Company. In connection with the Business Combination, 14,983,016 Public Shares (approximately 99.89%
of the then outstanding Public Shares) were redeemed by the holders of Public Shares. The Business Combination was
consummated on 18 January 2023.
3
.
Principal risk and uncertainties
The Group has analyzed the risks and uncertainties to which its business is subject, and the Management Board of the
Company has considered their potential impact, their likelihood, controls that the Group has in place and steps the Group
can take to mitigate such risks.
Likewise, the Group has been monitoring the development of the COVID-19 outbreak. At present, the Group does not
expect COVID-19 to have any substantial impact on the Group’s activity.
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.
3
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 Board continues to monitor the evolving situation and its impact on the financial position and results of the
Company.
4. Financial risk management objectives and policies
As at 31 December 2022, the Group had EUR 90,362 in cash and cash equivalents. The proceeds from the Private Placement,
including the additional sponsor subscription to cover additional costs, is presented as cash in escrow in the audited
consolidated financial statements, for an amount of EUR 153,883,561.
The Company has conducted no operations and has currently generated no revenue. The Company does not have any foreign
currency transactions. Hence currently the Company does not face foreign currency risks nor any interest rate risks as the
financial instruments of the Company bear a fixed interest rate.
As at 31 December 2022, the Management Board believes that the funds available to the Company outside of the secured
deposit account are sufficient to pay costs and expenses which have been or will incurred up until the completion of the
Business Combination. Having raised funds through the placement, the Company maintains a strong capital base so as to
maintain investor, creditor and market confidence and to sustain future development of the business. The Company is
currently exposed to credit risk from its financing activities, including deposits with banks and financial institutions.
5. Related party transactions
On May 2022, the Company borrowed an additional amount of EUR 350,000 from its shareholder’s loan facility of up to
EUR 450,000.
In July 2022, the Company entered into a shareholder loan agreement up to an amount of EUR 550,000 with effect on 30
June 2022.
On 31 December 2022, the outstanding loan was EUR 1,555,000 and accrued interest amounted to EUR 17,824 (disclosed
in Note 10 and Note 16 of the audited consolidated financial statements).
6. Outlook
The Company signed the Business Combination Agreement with learnd and all of learnd’s shareholders on 27 October
2022.
With the Business Combination, the Company’s vision is to create one of the world’s leading building management
companies by seeking to address challenges in European energy management, including recent volatility in energy prices
and a growing demand among owners and commercial users of buildings to reduce energy consumption.
To accomplish this, the Group intends to continue to acquire companies, which currently provide traditional building
controls solutions to a long-standing customer base, and then to upsell our technology to these customers to facilitate the
secure connection of their buildings via the internet to our cloud-based building and energy management solutions. We
expect to then seek to leverage the capacity within these connected buildings at scale, with the aim of improving overall
cost and energy efficiency for our customers. The Group’s strategy is to invest in technology development and new
propositions, while maintaining profitability.
7. Events after the reporting period
Subsequent to the financial year end the Business Combination took place whereby learnd Limited and the Company merged
into learnd SE. This combination occurred on 18 January 2023 and is considered as a non-adjusting post balance sheet
event.
No other events have taken place since the balance sheet date that would have had a significant impact on the financial
position of the Company as at the closing date.
4
Luxembourg, 28 April 2023
______________________________ ______________________________
Simon Wood John Clifford
Member of the Management Board Member of the Management Board
______________________________
Gisbert Rühl
Member of the Supervisory Board
5
learnd SE
(formerly GFJ ESG Acquisition I SE)
Soc
iété européenne
Responsibility Statement by the Management Board for the year ended 31 December 2022
The Management Board and the executive management of the Company reaffirm their responsibility to ensure the
maintenance of proper accounting records disclosing the consolidated financial position of the Group with reasonable
accuracy at any time and ensuring that an appropriate system of internal controls is in place to ensure that the Group’s
business operations are carried out efficiently and transparently. In accordance with Article 3 of the law of 11 January 2008
on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated
market, learnd SE declares that, to the best of our knowledge, the audited consolidated financial statements for the year
ended 31 December 2022, prepared in accordance with Luxembourg general accepted accounting principles, give a true
and fair view of the assets, liabilities, financial position as of that date and results for the year then ended.
In addition, the management's report includes a fair review of the development and performance of the Group's operations
during the year and of business risks, where appropriate, faced by the Group as well as other information required by the
Article 68ter of the law of 19 December 2002 on the commercial companies register and on the accounting records and
financial statements of undertakings, as amended.
Luxembourg, 28 April 2023
______________________________ ______________________________
Simon Wood John Clifford
Member of the Management Board Member of the Management Board
______________________________
Gisbert Rühl
Member of the Supervisory Board
6
To the Shareholders of
learnd SE (former GFJ ESG Acquisition
SE)
5, Heienhaff
L-1736 Senningerberg, Luxembourg
R.C.S. Luxembourg B255487
RE
PORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of learnd SE and its subsidiary (the “Group”),
which comprise the consolidated statement of financial position as of 31 December 2022, and the
consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash-flows for the year then ended, and the 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 of 31 December 2022, and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation No 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 the
“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 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 2022.
7
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 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 financial statements
in compliance with the requirements set out in the Delegated Regulation 2019/815 on European
Single Electronic Format, as amended (“ESEF Regulation”).
In preparing the 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 No 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.
8
As par
t of an audit in accordance with the EU Regulation No 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,
wh
ether 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 opini
on.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resultin
g from error, as fraud may involve collusion, forgery, intentional omissio
ns,
misrepre
sentations, or the override of internal control.
•
Obt
ain an understanding of internal control relevant to the audit in order to design audi
t
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.
•
Eva
luate the appropriateness of accounting policies used and the reasonableness of accoun
ting
estima
tes and related disclosures made by the Management Board.
•
Co
nclude 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
consol
idated 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 o
f the
“Révi
seur d’Entreprises Agréé”. However, future events or conditions may cause the Group
to
cease to
continue as a going concern.
•
Eva
luate the overall presentation, structure, and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statemen
ts
represen
t the underlying transactions and events in a manner that achieves fair presentation.
•
Asse
ss whether the consolidated financial statements have been prepared, in all material
respects, in compliance with the requirements laid down in the ESEF Regulation.
•
Obt
ain sufficient appropriate audit evidence regarding the financial information of the enti
ties
and busi
ness 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, 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.
9
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” on 30 June 2022 by the General Meeting
of Shareholders and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 2 years.
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 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 of 31
December 2022 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 Consolidated Financial Statements using the core taxonomy and the
common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of the Group as of 31 December 2022, 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.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not
provided and that we remained independent from the Group in conducting the audit.
Luxembourg, 28 April 2023
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien DELANTE
Réviseur d’entreprises agréé
10
learnd SE
Consolidated statement of comprehensive income for the year ended 31 December 2022
The accompanying notes form an integral part of these consolidated financial statements.
For t
he year ended
31 December 2022
Period from
8 June to
31 December 2021
Note
EUR EUR
Other
operating expenses
5
(5,821,004 )
(882,689 )
Opera
ting loss
(5,821,004 ) (882,689 )
Fair Value Gain/(L
oss)
on
Warra
nts
6
Class A warra
nts
(3,600,000 ) (5,700,000 )
Class B warr
ants
(1,429,167 ) (1,500,625 )
Finance inco
me
Finance
costs
7
(5,072,114 ) (527,639 )
Loss before income tax (15,569,55 7 )
(8,592,467 )
Inco
me tax
8
Loss for the year (15,569,55 7 ) (8,592,467 )
Other c
omprehensive income
Tota
l comprehensive loss for the year (15,569,55 7 ) (8,592,467 )
Loss
for the
yea
r
attribu
table to:
Equ
ity holders of the parent
(15,569,557 ) (8,592,467 )
Non-controlling interests
(15,569,557 ) (8,592,467 )
Total co
mprehensive loss attributable to:
Equ
ity holders of the parent
(15,569,557 ) (8,592,467 )
Non-con
trolling interests
(15,569,557 )
(8,592,467 )
Earnings/(loss) per share
Loss per
share attributable to equity holders of the parent:
Net ear
nings per share
(4.15 ) (2.57 )
Diluted earnings per share
(4.15 ) (2.57 )
11
learnd SE
Consolidated statement of financial position as at 31 December 2022
The accompanying notes form an integral part of these consolidated financial statements.
31 December 2022 31 December 2021
Note
EUR EUR
ASSETS
Non
-current assets
Cash in escr
ow
11
Current a
ssets
Cash in escr
ow
11
Trad
e debtors
Prepayments
12
Cash and
cash equivalents
13
Tota
l current assets 154,259 ,885 2,001,145
Tota
l assets 154,259 ,885 156,219 ,895
EQUITY AND
LIABILITIES
Equity
14
Share
capital
Share
premium
Accumu
lated deficit
(8,592,467 )
Loss
for the year
(15,569,557 ) (8,592,467 )
Total eq
uity
attributable to
owners of the parent
(23,562,024 ) (7,992,467 )
Non-controlling interests
Total equity (23,562,024 ) (7,992,467 )
Non
-current liabilities
Class A war
rants at fair value
15
Redeema
ble class A
shares
15
Class B warra
nts at fair value
15
Amo
unts owed to affiliated undertakings
10
Total non-current liabilities
Current lia
bilities
Redeema
ble
class A shares
16
Trade and other payables
16
Amounts owed to affiliated undertakings
16
Total liabilities
Total equity and liabilities
12
l
earnd SE
Consolidated statement of changes in equity for the year ended 31 December 2022
The accompanying notes form an integral part of these consolidated financial statements.
Share
capital
Share
premium and
similar
premiums
Accumulated
deficit
Total equity
attributable
to parent
Non-
controlling
interest
Total
equity
EUR EUR
EUR
EUR EUR
EUR
Issuance o
f class B shares
Share ca
pital increase
Share premium increase
Issuance of 15,000,000
redeem
able class A shares
Reclassification
of class A
shares from equity to liability
(IAS 32
)
(576,000 ) (149,349,000 )
(149,925,000 )
Capital con
tribution without
issuan
ce of shares
Loss f
or the
perio
d
(8,592,467 )
(8,592,467 )
(8,592,467 )
Balance, 31 December 2021
(8,592,467 )
(7,992,467 )
(7,992,467 )
Loss f
or the year
(15,569,557 )
(15,569,557 )
Balance, 31 December 2022
(24,162,024 )
(23,562,024 )
(23,562 ,024 )
13
Learnd S
E
Consolidated statement of cash flows for the year ended 31 December 2022
The accompanying notes form an integral part of these consolidated financial statements.
For the year e
nded
31 Dec
ember 2022
Per
iod from
8 June 2021 to
31 December 2021
Note EUR EUR
Cash flows fr
om operating activities
Loss befo
re income tax
(15,569,557 ) (8,592,467 )
Adjustment non cash items:
Fair valu
e loss on class A warrants
15
Fair valu
e (gain)/loss on class B warrants
15
Finance co
sts
7
Chang
es in working capital:
Decrease in pre
payments
12
Increase in
trade and other receivables
(77,305 ) (22,465 )
Increase in
trade and other payables
16
Increase in
amount due to affiliated undertakings
Net cash
outflows from operating activities
(2,548,353 ) (641,688 )
Cash flows from financing activities
Proceeds fr
om issuance of class B shares
including
share premium
14
Proceeds
from issuance of Class A shares net of private placement
costs
15
Proceeds fr
om issuance of class A warrants
15
Proceeds fr
om issuance of class
B warran
ts
15
Proceeds fr
om shareholder loan
10
Net cash
inflows from financing activities
Net (decrease)
/
increase in
cash and cash equivalents
(1,699,445 ) 155,673,368
Restricted cash (cash in escrow)
11
(153,883,561 ) (154,218,750 )
Cash and ca
sh equivalents, beginning
Cash and cash eq
uivalents at end of year/period
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
14
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
15
1.
GENERAL INFORMATION (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
16
2.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
17
2.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
18
2.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
19
2.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
20
2 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
21
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
22
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
23
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
24
5.
OTHER OPERATING EXPENSES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
25
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
26
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
27
14.
ISSUED CAPITAL AND RESERVES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
28
15.
NON-CURRENT LIABILITIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
29
16.
CURRENT LIABILITIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
30
17.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (CONTINUED)
learnd SE
Notes to the consolidated financial statements for the year ended 31 December 2022
31