XETR:MS1 ESEF Annual Report
MARLEY SPOON GROUP EO 1 (XETR:MS1)
ESEF Annual Report
2022-06-01
For: 2021-12-31
View Original
Added on
September 23, 2026
468 SPAC II SE
(formerly known as Rheinsberg SE)
Société européenne
CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD
FROM 4 AUGUST 2021 (DATE OF REGISTRATION)
TO 31 DECEMBER 2021
Registered office: 9, rue de Bitbourg
L - 1273 Luxembourg
R.C.S. Luxembourg: B257664
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated financial statements for the period ended
31 December 2021
Index to the consolidated financial statements
Page(s)
1 – 5
6
Consolidated management report
Corporate governance statement
Auditor’s report
7 - 11
12
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
13
14
15
16 - 31
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated Management Report
for the period ended 31 December 2021
The Management Board (the “Board”) of 468 SPAC II SE (hereafter the “Company”) submits its
consolidated management report with the consolidated financial statements of the Company and its
subsidiaries (the “Group”) for the period ended 31 December 2021.
1. Overview
The Company is a special purpose acquisition company (otherwise known as a blank cheque company)
incorporated in Luxembourg on 26 July 2021 and registered with the Luxembourg Trade and Companies
Register on 4 August 2021. The Company’s corporate purpose is the acquisition of a business with
principal business operations in a member state of the European Economic Area or the United Kingdom
or Switzerland that is based in the technology and technology-enabled sector with a focus on the sub-
sectors consumer technology and software & artificial intelligence through a merger, capital stock
exchange, share purchase, asset acquisition, reorganization or similar transaction (the “Business
Combination”). The Company intends to complete the Business Combination using cash from the
proceeds of the Private Placement of the class A shares and class A warrants (see below).
2. Review and development of the Group’s business, financial performance and financial
position
The Company completed its Private Placement (the “Private Placement”) on 18 January 2022 through
the issuance of 21,000,000 redeemable class A shares with a par value of EUR 0.016 (the “Public
Shares”) and 7,000,000 class A warrants (the “Public Warrants”). The Public Shares are admitted to
trading on the Frankfurt Stock Exchange under the symbol “SPV2” on 20 January 2022. Likewise, the
Public Warrants are also admitted to trading on the Frankfurt Stock Exchange under the symbol
“SPVW”. One Public Share and one-third (1/3) of a Public Warrant (each, a “Unit”), were sold at a price
of €10.00 per unit representing a total placement volume of EUR 210 million.
The sponsors of the Company, TEIXL Investments GmbH, Ophelia Capital UG and Florian Leibert (the
“Sponsors”), subscribed to 12,000,000 class B shares without nominal value amounting to
EUR 120,000. On 24 November 2021, the Company created four classes within the class B shares and
converted the existing 12,000,000 class B shares into 375,000 class B1 shares without nominal value,
2,125,000 class B2 shares without nominal value, 2,500,000 class B3 shares without nominal value and
2,500,000 class B4 shares. On 8 December 2021, it was resolved to raise additional funding to the
Company in the form of an equity contribution in cash without issuance of new shares at a total amount
EUR 1,080,000. On 11 January 2022 and as subsequently amended on 17 January 2022, the Sponsors,
the members of the Supervisory Board of the Company, directly or through their affiliates, as well as BD
Capital GmbH and Fabian Zilker (together, the “Co-Sponsors”) subscribed to an aggregate 5,140,000
class B warrants (the “Sponsor Warrants”) at a total price of EUR 7,710,000. The class B shares and
Sponsor Warrants are not publicly traded securities. The Sponsor has agreed to a lock-up period running
at least until the Business Combination, subject to customary exceptions described in the Company’s
prospectus (the “Prospectus”).
Financial performance highlights
As a blank cheque company, the Group currently does not have an active business. The Group did not
generate revenue during the period ended 31 December 2021 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 2021 were those necessary to prepare for the Private Placement and
the subsequent listing on the Frankfurt Stock Exchange, and, after the listing, to identify a target
company for a Business Combination and the potential acquisition, described below. The Group incurred
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing
compliance).
1
The net loss of the Group for the period ended 31 December 2021 was EUR 207,450, due to the
operating expenses and finance costs.
Financial position highlights
The Group’s main asset accounts refer to the deferred cost and the cash and cash equivalents which is
the proceeds from the capital contribution whereas on the liability section, the significant balance refers
to the trade and other payables.
3. Principal risk and uncertainties
The Group has analysed the risks and uncertainties to its business, and the Board has considered their
potential impact, their likelihood, the controls that the Group has in place and steps the Group can take
to mitigate such risks. The Group’s principal risks and uncertainties can be summarised as follows:
Risk
Likelihood
Mitigating factors
Benefits not achieved
liquidation of the Company
&
the Low/Medium The Company believes that the
long-standing presence, reputation,
There is no assurance that the
Company will identify suitable
visibility, operational experience
and extensive network of
Business Combination opportunities by
the Business Combination Deadline,
which would ultimately lead to the
liquidation of the Company.
relationships in the consumer
technology or cloud software sector
of the Managing Directors and
Supervisory Directors, provides the
Company with an advantage in
accessing Business Combination
opportunities and allow therefore
unique access to off-market
transactions (i.e. transactions that
involve a target business that is not
widely known in the market to be
available for acquisition) prior to the
Business Combination Deadline.
The Company is undertaking
continuous control and monitoring
of expenses incurred in view of its
available funding and has engaged
reputable service providers to assist
with this monitoring. As at the date
of this report the Board believes that
the Company has sufficient funds to
meet the fees and expenditures
required for operating its business
prior to the closing of the Business
Combination.
Going concern risk in case of no Low
business combination
The Company has incurred fees and
expenses associated with preparing
and
completing
the
Business
Combination. The Company may need
to arrange third-party financing and
there can be no assurance that it will
be able to obtain such financing, which
could compel the Company to
restructure or abandon the Business
Combination.
Accruing third-party financing
Low/Medium The Managing Directors and
Supervisory Directors believe that
The Company may need to arrange
third-party financing and there can be
no assurance that it will be able to
obtain such financing, which could
compel the Company to restructure or
the
long-standing
experience,
reputation and extensive network
as entrepreneurs and professional
investors has proven the ability to
acquire significant funding volumes.
Additionally, is the management in
close consultation with investment
banks on the feasibility of an equity
raise prior to proposing the
Business Combination opportunity
to the Extraordinary General
Meeting.
abandon
a
particular proposed
Business Combination.
2
Risk
Likelihood
Mitigating factors
Legal and regulatory
Low
The Company is undertaking
continuous control and monitoring
measure of the ongoing legal and
regulatory landscape. Moreover,
The Company may be adversely
affected by changes to the regulations,
law, account and general tax
environment in Luxembourg and
Germany as well as the jurisdiction
which the target business is subject to.
the
management
and
the
supervisory board is supported by
leading service providers on the
respective legal, accounting and tax
domains.
Market conditions
Low
The Company believes that the
consumer technology or cloud
software sector has not been
materially negatively disrupted by
the COVID-19 pandemic. But will
Adverse events and market conditions,
such as the COVID-19 pandemic and
the conflict between Russia and
Ukraine, might prevent the completion
of the Business Combination.
incorporate
external
market
condition (including the conflict
between Russia and Ukraine) in the
selection process of a potential
target business.
The other risks surrounding the Group are further disclosed in the Prospectus.
4. Financial risk management objectives and policies
As at 31 December 2021, the Group had 1,523,118 in cash and cash equivalents.
The Group had an equity of EUR 992,550 as at 31 December 2021. The Board believes that the funds
available to the Group outside of the secured deposit account are sufficient to pay costs and expenses
incurred by the Group prior to the completion of the Business Combination.
The Group consists of newly formed companies that have conducted no operations and currently
generated no revenue.
Besides the above, the Group identified the related financial risks and has considered their potential
impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the
Group are liquidity risks and credit risks which are described in Note 14 of the audited consolidated
financial statements.
5. Related party transactions
The Company as the borrower concluded a loan agreement with the Sponsor as the lender with effect
on 4 August 2021 (“Shareholder Loan”) with a maximum value of EUR 250,000 (Note 9 to the audited
consolidated financial statements). As at 31 December 2021, EUR 34,500 has been drawn by the
Company from the Shareholder Loan.
6. Research and development
The Group did not have any activities in the field of research and development during the financial
period ended 31 December 2021.
7. Corporate governance
As a Luxembourg governed company that will be traded on the Frankfurt Stock Exchange, the Company
is not required to adhere to the Luxembourg corporate governance regime applicable to companies that
3
are traded in Luxembourg or to the German corporate governance regime applicable to listed companies
in Germany. As these regimes have not been designed for special purpose acquisition companies like
the Company but for fully operational companies, the Company has opted to not apply the Luxembourg
or German corporate governance regime on a voluntary basis either.
The Company’s articles of association (the “Articles”) and its internal regulations, and in particular the
rules of procedure of the Board, are available on the website of the Company
(https://www.468spac2.com/). The function of the audit committee shall be assumed by the Supervisory
Board as long as the Company qualifies as small and medium sized enterprises (SMEs) in accordance
with article 2 (1), (f) of the directive 2003/71/EC of the European parliament and of the council of 4
November 2003 in the prospectus which was published when securities were offered to the public or
admitted to trading and amending Directive 2001/34/EC. If the criteria are no longer fulfilled, the
Supervisory Board will appoint an audit committee and adopt its terms of reference in accordance with
the applicable law.
The Board is composed of four directors: Alexander Kudlich (Chief Executive Officer), Ludwig Ensthaler
(Chief Investment Officer), Florian Leibert (Chief Technology Officer) and Werner Weynand (Chief
Administrative Officer). The Board is vested with the broadest powers to act in the name and on behalf
of the Company and to take any actions necessary or useful to fulfil the Company’s corporate purpose,
with the exception of the powers reserved by law or the Articles to the Supervisory Board or to the
general meeting of the Shareholders.
The supervisory board shall be in charge of the permanent supervision and control of the Company’s
management by the Board. It may in no case interfere with such management. The rules of procedures
of the Board may provide for consent requirements of the Supervisory Board. The Supervisory Board
consists of Stefan Kalteis, Mato Peric and Katharina Juenger, as the Chairperson.
8. Internal control and risk management systems in relation to the financial reporting
process
The Group has implemented a system of internal controls over financial reporting. It aims to identify,
evaluate and control any risks that could influence the proper preparation of the consolidated financial
statements. As a core component of the accounting and reporting process, the system of internal
controls over financial reporting comprises preventive, detective, monitoring, and corrective control
measures in accounting and operational functions, which are designed to ensure a methodical and
consistent process for preparing the Group’s financial statements.
The control and risk management mechanisms include identifying and defining processes, introducing
layers of approval, and applying the principle of segregation of duties including the use of external
service providers diligently selected and monitored. The Group’s internal controls over financial
reporting include policies and procedures that pertain to the maintenance of records that, in reasonable
detail, are designed to accurately and fairly reflect the transactions and dispositions of the assets of the
Group, provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with the applicable accounting standards, provide reasonable
assurance that the receipts and expenditures are being made only in accordance with authorisations of
the Group’s management and directors, and provide reasonable assurance regarding prevention or
timely detection of the unauthorised acquisition, use or disposition of our assets that could have a
material effect on the Group’s financial statements. Because of its inherent limitations, the Group’s
internal controls over financial reporting may not prevent or detect errors or misstatements in the Group’s
financial statements. The system of internal controls is reviewed annually.
9. Transactions in own shares
The Group has not acquired or held any of its own shares as at 31 December 2021.
4
10. Branches
The Group does not have any branches as at 31 December 2021.
11. Outlook
The Management Board is confident that a suitable target for the Business Combination will be found
within the 18-month period from the date of the admission to trading of the class A shares and class A
warrants.
12. Events after the reporting period
Since 31 December 2021, no additional significant events have taken place other than those disclosed
in Note 17 to the audited consolidated financial statements.
Luxembourg, 28 April 2022
Alexander Kudlich
Ludwig Ensthaler
Chief Executive Officer
Chief Investment Officer
Florian Leibert
Werner Weynand
Chief Technology Officer
Chief Administration Officer
5
468 SPAC II SE
(formerly known as Rheinsberg SE)
Corporate Governance Statement by the Management Board
for the period ended December 31, 2021
The Management Board 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 are 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, the Group
declares that, to the best of our knowledge, the audited consolidated financial statements for
the period ended 31 December 2021, prepared in accordance with International Financial Reporting
Standards as adopted by European Union, give a true and fair view of the assets, liabilities, financial
position as of that date and results for the period then ended.
In addition, management’s report includes a fair review of the development and performance of the
Group’s operations during the period and of business risks, where appropriate, faced by the
Group, as well as other information required by the Article 68 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 2022
Alexander Kudlich
Ludwig Ensthaler
Chief Executive Officer
Chief Investment Officer
Florian Leibert
Werner Weynand
Chief Technology Officer
Chief Administration Officer
6
Mazars Luxembourg
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Luxembourg
Tel: +352 27 114 1
Fax: +352 27 114 20
www.mazars.lu
To the Shareholders of
468 SPAC II SE
Société européenne
R.C.S. Luxembourg B 257.664
9, rue de Bitbourg
L-1273 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 468 SPAC II 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
4 August 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 4 August
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.
Mazars Luxembourg – Cabinet de révision agréé
Société Anonyme – RCS Luxembourg B 159962 – TVA intracommunautaire : LU24665334
7
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 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.
8
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.
9
•
•
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 26 July 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:
•
•
Consolidated 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 at 31 December 2021,
identified as 222100A4X237BRODWF67-2021-12-31, have been prepared, in all material
respects, in compliance with the requirements laid down in the ESEF Regulation.
10
The consolidated management report is consistent with the consolidated financial statements
and has been prepared in accordance with applicable legal requirements.
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 of the Group in conducting the audit.
Luxembourg, 29 April 2022
For Mazars Luxembourg, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 Luxembourg
Fabien DELANTE
Réviseur d’entreprises agréé
11
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated statement of comprehensive income for the period ended
31 December 2021
Period from
4 August 2021 to
31 December 2021
Note
EUR
Revenue
-
Other operating expenses
6
(207,208 )
(207,208 )
(242 )
Operating profit/(loss)
Finance costs
9
7
Profit/(loss) before income tax
Income tax
(207,450 )
-
Profit/(loss) for the period
Other comprehensive income
(207,450 )
-
Total comprehensive income/(loss) for the period, net of
tax
(207,450 )
Profit/(loss) for the period attributable to:
Equity holders of the parent
Non-controlling interests
(207,450 )
-
(207,450 )
Total comprehensive income/(loss) attributable to:
Equity holders of the parent
Non-controlling interests
(207,450 )
-
(207,450 )
Earnings/(loss) per share attributable to equity holders of the
8
parent:
Net earnings per share
Diluted earnings per share
(0,03 )
(0,03 )
The accompanying notes form an integral part of these consolidated financial statements.
12
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated statement of financial position as at
31 December 2021
31 December 2021
Note
EUR
ASSETS
Current assets
Deferred costs
Cash and cash equivalents
Total current assets
10
11
Total assets
EQUITY AND LIABILITIES
Equity
12
Share capital
Share premium
Legal reserve
-
Accumulated deficit
Total equity attributable to owners of the parent
Non-controlling interests
Total equity
(207,450 )
-
Current liabilities
Shareholder loan
9
9
13
Advances from Sponsors
Trade and other payables
Total current liabilities
Total liabilities
Total equity and liabilities
The accompanying notes form an integral part of these consolidated financial statements.
13
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated statement of changes in equity for the period ended 31 December 2021
Total equity
attributable to
parent
Non-
controlling
interest
Accumulated
deficit
Total
equity
EUR
Note
Share capital
EUR
Share premium
EUR
EUR
EUR
EUR
12
12
-
-
-
Issuance of Class B shares
Capital contribution without
issuance of shares
-
-
-
-
(207,450 )
-
-
(207,450 )
Profit/(loss) for the period
(207,450 )
-
Balance, 31 December 2021
(207,450 )
The accompanying notes form an integral part of these consolidated financial statements.
14
468 SPAC II SE
(formerly known as Rheinsberg SE)
Consolidated statement of cash flows for the period ended
31 December 2021
Period from
4 August 2021 to
31 December 2021
EUR
Note
Cash flows used in operating activities
Profit/(loss) before income tax
Adjustment for non-cash items:
Finance cost
(207,450 )
9
Changes in working capital:
Increase in deferred costs
Increase in trade and other payables
Net cash flows used in operating activities
10
13
(1,030,108 )
(78,741 )
Cash flows from financing activities
Proceeds from Shareholder loan
Proceeds from Sponsor advances
Proceeds from issuance of class B shares
Proceeds from additional capital contribution
Net cash flows from financing activities
9i
9ii
12
12
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning
-
Cash and cash equivalents at end of period
The accompanying notes form an integral part of these consolidated financial statements.
15
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
1. GENERAL INFORMATION
on 26 July 2021 (date of incorporation per the deed of incorporation as 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
“RCS) under the number B257664 since 4 August 2021.
The registered office of the Company is located at 9,
rue de Bitbourg, L-1273 Luxembourg
.
The Company is managed by its management board (“Management Board”) under the supervision
and control of the supervisory board (“Supervisory Board”). This two-tier governance structure was
resolved by extraordinary shareholders’ meeting of the Company held on 2 November 2021. The
Management Board is composed of Alexander Kudlich (Chief Executive Officer), Ludwig Ensthaler
(Chief Investment Officer), Florian Leibert (Chief Technology Officer) and Werner Weynand (Chief
Administrative Officer). The Supervisory Board members appointed consisted of Stefan Kalteis,
Mato Peric and Katharina Juenger, as the Chairperson.
The sponsors of the Company are TEIXL Investments GmbH, Ophelia Capital UG and Florian Leibert
(the “Sponsors”). The members of the Supervisory Board of the Company, directly or through their
affiliates, as well as BD Capital GmbH and Fabian Zilker (together, the “Co-Sponsors”) have also
provided funds to the Company.
Upon closing of the Business Combination the above Company’s purpose shall cease to apply and the
Company’s purpose shall be as from such time the creation, holding, management, development and
realization of a portfolio, consisting of interests and rights of any kind and of any other form of
investment in entities in Luxembourg and in foreign entities whether such entities exist or are to be
created, especially by way of subscription, 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.
16
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
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.
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 468 SPAC II SE and its
subsidiaries (collectively the “Group”) were prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union for the period from 4 August 2021
(date of registration of the Company with the RCS) to 31 December 2021 and were authorised for
issue in accordance with a resolution of the Management Board on 28 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 consolidated financial statements are published in accordance with the
European
Single
Electronic
Format
regulation
on
the
Company’s
website
(https://www.468spac2.com/).
On 18 January 2022, the Company issued 21,000,000 redeemable class A shares with a par value
of EUR 0.016 with ISIN code LU2380748603 under the symbol SPV2 and 7,000,000 class A warrants
with ISIN LU2380748785 under the symbol SPVW. Subsequently the Company has been admitted
to trading on Frankfurt Stock Exchange, on 20 January 2022 (see Note 17).
2. 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 started on 4 August 2021 (date of registration with the RCS)
and ended on 31 December 2021.
The consolidated financial statements have been prepared on a going concern basis (see Note 3) and
in accordance with IFRS published by the International Accounting Standards Board (IASB) and adopted
by the European Union. They are also prepared in Euros (EUR) which is the Group’s presentation and
functional currency and have been prepared under the historical cost convention.
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 itsreturns.
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:
17
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
•
•
•
The contractual arrangements with the other vote holders of theinvestee;
Rights arising from other contractualarrangements; 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
a) 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
▪
Reference to the Conceptual Framework – Amendments to IFRS 3: 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 IASB also added an exception to the recognition principle of IFRS 3 to avoid the issue of
potential ‘day 2’ gains or losses arising from liabilities and contingent liabilities that would be
within the scope of IAS 37 or IFRIC 21 Levies, if incurred separately.
At the same time, the IASB decided to clarify existing guidance in IFRS 3 for contingent assets
that would not be affected by replacing the reference to the Framework for the Preparation and
Presentation of Financial Statements.
The amendments are effective for annual reporting periods beginning on or after 1 January
2022 and apply prospectively.
18
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
▪
Amendments to IAS 1 - not yet endorsed by the EU: Classification of Liabilities as Current
or Non-current. In January 2020, 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.
▪
▪
▪
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting policies. In
February 2021, the IASB issued amendments that are intended to help preparers in deciding
which accounting policies to disclose in their financial statements. The amendments are
effective for annual periods beginning on or after 1 January 2023.
Amendments to IAS 8: Definition of Accounting Estimate. In February 2021, the IASB issued
amendments to help entities to distinguish between accounting policies and accounting
estimates. The amendments are effective for annual periods beginning on or after 1 January
2023.
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
asset and a liability. The amendments apply for annual reporting periods beginning on or after
1 January 2023 and may be applied early.
▪
Amendments to IAS 37: 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: The annual improvements to IFRS
consists of amendments to IFRS 1, IFRS 9, IFRS 16, and IAS 41. 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.
b) 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
19
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
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 acquiredprocess is considered substantiveif it is critical totheability 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 consolidated statement of comprehensive income 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 orloss.
When the amount of aggregate consideration transferred is in excess of the fair value of the net
assets acquired a goodwill is recognised. 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 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.
c) 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.
d) 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
20
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
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, transactioncosts.
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 transactioncosts.
Financial liabilities measured at amortised cost: This is the category most relevant to the Group.
After initial recognition, trade and other payables and interest-bearing loans and borrowings are
subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in
profit or loss when the liabilities are derecognised as well as through the EIR amortisationprocess.
Amortised cost is calculated by taking into account 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
consolidated statement of comprehensive income.
Derecognition: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 either (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
21
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
a new liability. The difference in the respective carrying amounts is recognised in the consolidated
statement of comprehensive income.
Impairment 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 economicconditions.
e) Cash and cash equivalents
Cash and cash equivalents in the consolidated 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.
f) 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 to theGroup.
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.
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.
22
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
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 indirectlyobservable;
•
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.
g) 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 consolidated statement of
comprehensive income 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.
h) Taxes
Income tax recognized in the consolidated statement of 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 consolidated statement of comprehensive income.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amount 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
23
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
can be utilized. 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.
3. 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:
•
•
Going concern: The Management Board’s underlying assumption to prepare the consolidated
financial statements is based on the anticipated successful completion of the Private Placement
and the Business Combination. Further, the Sponsor has also granted an interest-bearing loan to
the Company of up to EUR 250,000 to finance third party costs and other working capital
requirements until its intended Private Placement (Note 9).
Deferred costs: According to the Management Board’s underlying assumption of a successful
admission to Frankfurt Stock Exchange, the related amounts incurred as transaction costs as at
31 December 2021 that qualify as incremental costs directly attributable to the Private Placement
are deferred until the effects of the Private Placement is reflected in the accounts. These deferred
costs will be deducted from the proceeds of the Private Placement. If the listing is not completed,
deferred costs will have to be recognised as an expense (Note 10).
24
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
•
Deferred tax asset: A deferred tax asset in respect of the tax losses incurred has not been
recognised as the Management Board’s estimates uncertainty in terms of future taxable profit
against which the Group can utilise the benefits therefrom (Note 7).
4. GROUP INFORMATION
Subsidiaries
The Group has been newly established on 10 August 2021. The wholly-owned subsidiaries of the
Group as at 31 December 2021 are 468 SPAC II Advisors Verwaltungs-GmbH (formerly “aptus 1795.
GmbH”) and 468 SPAC II Advisors GmbH & Co. KG (formerly “cor 67. GmbH & Co. KG”).
The consolidated financial statements of the Group include the Company and the subsidiaries.
The parent company
The Parent company of the Group is 468 SPAC II SE.
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).
5. ACQUISITION OF SUBSIDIARIES
The Company acquired 468 SPAC II Advisors Verwaltungs-GmbH and 468 SPAC II Advisors GmbH
& Co. KG for (“468 II Advisors KG”) an amount of EUR 28,800 which included cash balances of
EUR 25,100 (thereof EUR 25,000 from 468 SPAC II Advisors Verwaltungs-GmbH and EUR 100 from
468 SPAC II Advisors GmbH & Co. KG), acquisition related costs of EUR 3,700.
The acquired company is a company with no business. Consequently, the acquisition has been
accounted as acquisition of asset that does not constitute a business combination.
6. OTHER OPERATING EXPENSES
The other operating expenses of EUR 207,208 consist of fees for accounting, legal and other services
not related to the Private Placement. Directors’ fees included in other operating expenses amount to
EUR 13,249 as at 31 December 2021.
25
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
The total audit fees paid are broken down as follows:
Private placement Recorded as part of From 4 August 2021
related costs
(See Note 10)
EUR
Other Operating
expenses
EUR
to 31 December
2021
EUR
Statutory audit of the annual accounts
Audit-related fees
-
67,568
-
67,568
257,984
257,984
Total
257,984
67,568
325,552
The Company did not have any employees during the financial period ended 31 December 2021.
7. INCOME TAXES
The reconciliation between actual and theoretical tax expense is as follows:
31 December 2021
EUR
Loss for the period before tax
(207,450)
47,298
234,865
(282,163)
-
Theoretical tax charges, applying the tax rate of 22.80%
Tax effect of adjustments from local GAAP to IFRS1
Unrecognised deferred tax assets
Income tax
The tax rate used in the reconciliation above is the Luxembourgish tax rate (22.80%) 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.
8. 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.
1 Income taxes payable to / recoverable from the tax authorities are determined based on the financial results of 468 SPAC II 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.
26
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
Currently, no other diluting instruments have been issued. Therefore, basic EPS equals diluted EPS
as at 31 December 2021.
9. PAYABLE TO RELATED PARTIES
i) Shareholder loan between the Company and the Sponsor
The Company as the borrower concluded a loan agreement with the Sponsor as the lender with effect
on 4 August 2021 (“Shareholder Loan”). It was agreed for the loan to be utilized for the purpose of
financing third party costs and other working capital requirements until the intended Private
Placement. A loan amount of up to EUR 250,000 has been granted to the Company. The loan bears
annual interest rate of 2.00% and will mature on the following business day one year after the end of
the earlier of (i) 30 months following the Private Placement or (ii) three months after completion of the
Business Combination.
As at 31 December 2021, EUR 34,500 has been drawn by the Company from the Shareholder Loan.
Total interest expense and accrued amounted to EUR 242 for the period ended 31 December 2021.
On 10 January 2022, the Company paid the full amount including total interest amounting to
EUR 253.
The Parties may further intend that prior to the settlement of the Private Placement the Sponsor, at
its full discretion, shall have the option to convert the Shareholder Loan into class B warrants of the
Company either by way of setting-off its repayment claim under this Shareholder Loan against the
Cash Purchase Price (as defined in the Shareholder Loan) under the Founder Agreement or by
converting its repayment claim into additional class B warrants of the Company.
ii) Advances from Sponsors
In December 2021, the Sponsors advanced a total amount of EUR 367,359 for the warrant
subscription (see Note 17). The advances bears no interest.
The fair value of the payable to related parties approximate its carrying value as at 31 December
2021 (level 3).
10. DEFERRED COSTS
Deferred costs of EUR 1,030,108 as at 31 December 2021 is composed mainly of legal costs and
other professional fees incurred by the Company in relation to the Private Placement which, together
with other Private Placement related costs as disclosed in Note 16, will be offset against the proceeds
of the Private Placement.
11. CASH AND CASH EQUIVALENTS
The amount of cash and cash equivalents was EUR 1,523,118 as at 31 December 2021. The fair value
of cash and cash equivalents approximate its carrying value as at 31 December 2021 (level 3).
27
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
12. ISSUED CAPITAL AND RESERVES
Share capital and Share premium
Share capital
The subscribed share capital amounts to EUR 120,000, consisting of 12,000,000 class B shares
without nominal value. The Company may also issue class A Shares.
On 24 November 2021, following the extraordinary general meeting of shareholders the Company
created four share classes within the class B shares and converted the existing 12,000,000 class B
shares into 375,000 class B1 shares without nominal value, 2,125,000 class B2 shares without
nominal value, 2,500,000 class B3 shares without nominal value and 2,500,000 class B4 shares.
Subject to the completion of the Business Combination, all class B shares are automatically converted
into Class A shares at a ratio of one Class A share for one class B share following the day of expiration
of the Sponsor Lock-up (as defined below) (the “Promote Conversion”).
The class B shares will only have nominal economic rights (i.e., reimbursement of their par value, at
best, in case of liquidation). The class B shares shall not be part of the Private Placement and will not
be listed on a stock exchange.
Share premium
On 8 December 2021, it was resolved to raise additional funding to the Company in the form of an
equity contribution in cash without the issuance of new shares (account 115 of the standard chart of
accounts) for a total amount of EUR 1,080,000 in order to cover for operating expenses.
Authorised capital
The authorized capital, excluding the issued share capital, was set at EUR 1,000,000 consisting of
100,000,000 shares without nominal value.
On 24 November 2021, the general meeting of shareholders decided to increase the authorized
capital up to EUR 11,943,456 consisting of 746,466,000 class A shares without nominal value.
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.
13. TRADE AND OTHER PAYABLES
Trade and other payables amount to EUR 1,158,575 as at 31 December 2021.
Trade and other payables are related to legal and other services received by the Group. The carrying
amounts of these approximate their fair value (level 3).
28
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
14. 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. Upon completion of the Private Placement by the Group, 100% of the gross proceeds
of this Private Placement, as well as the additional Sponsor subscription referred to in Note 17, will
be 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 Group’s liquidation. Following the
completion of the Private Placement, the Management Board believes that the funds available to the
Group outside of the secured deposit account, together with the available shareholder loan will be
sufficient to pay costs and expenses which are incurred by the Group prior to the completion of the
BusinessCombination.
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 intended to raise funds through a private
placement reserved to certain qualified investors inside and outside of Germany, and to have the class
A shares issued in such private placement admitted to listing and trading on the regulated market
segment of the Frankfurt Stock Exchange, as completed on 18 January 2022 (see Note 17). 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. No specific counterparty
risk is being assessed as cash and cash equivalents are mostly deposited with a P-1 (Moody’s) or
A-2 (S&P’s) rated bank.
15. RELATED PARTIES DISCLOSURES
Parties are considered to be related if one party has the ability to control the other or exercise
significant influence over the other party in making financial or operational decisions.
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. Please see Note 9 for the outstanding related party balance as at
31 December 2021.
29
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
Commitments with related parties
There are no commitments with related parties, except as disclosed in 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 Company did not grant any emoluments to and has no commitments in respect of retirement
pensions towards members of its Management Board and Supervisory Board during the period ended
31 December 2021, except those disclosed in Note 6.
16. COMMITMENTS AND CONTINGENCIES
In the context of the planned Private Placement, the Company intended to enter into respective
contracts with different providers, the total cost of which is estimated at EUR 1.6 million. On top of
those EUR 1.6 million, the Company also intended to enter into an agreement with John Berenberg,
Gossler & Co KG, as the sole global coordinator and sole bookrunner in the context of the planned
private placement, as disclosed in Note 17.
The Group has no other commitments and contingencies as at 31 December 2021 besides those
disclosed in Note 17.
17. EVENTS AFTER THE REPORTING PERIOD
On 11 January 2022, the Sponsors, 468 Special Opportunities GmbH & Co. KG, the Co-Sponsors
and the Company entered into a Sponsor Warrant Purchase Agreement. The Sponsors and the Co-
Sponsors agreed, inter alia, under the Sponsor Capital At-Risk to initially subscribe to an aggregate
of 5,466,667 Sponsor Warrants at a price of EUR 1.50 per Sponsor Warrant (EUR 8,200,001 in the
aggregate) in a private placement. This has been subsequently amended on 17 January 2022 as
disclosed below.
On 13 January 2022, the Company entered into an underwriting agreement with John Berenberg,
Gossler & Co. KG (“Berenberg”), as the sole global coordinator and sole bookrunner in the context
of the planned Private Placement. Under this agreement, the Company paid a Listing Fee of 1.2% of
the gross proceeds from the Private Placement on the date of the completion of the Private Placement
and is liable to pay a Deferred Listing Commission of 2.5% on the gross proceeds from the Private
Placement on the completion of the Business Combination.
On 14 January 2022, the Company, Berenberg and a third party (the “Facilitation Agent”) have
entered into the Facilitation Agent Agreement in which the Facilitation Agent has agreed to solicit
interest investors for Units in the Private Placement. The Company agreed to pay the Facilitation
Agent a fee of 2% on the proceeds of the Private Placement raised from investors procured by the
Facilitation Agent. The fee paid to the Facilitation Agent does not reduce the fees payable to
Berenberg.
On 14 January 2022, the Management Board resolved to increase the Share capital from
EUR 120,000 to EUR 456,000 from its authorized capital.
30
468 SPAC II SE
(formerly known as Rheinsberg SE)
Notes to the consolidated financial statements for the
period ended 31 December 2021
On 17 January 2022, in connection with the Private Placement and the Listing, it was resolved to
reduce the Share capital of the Company from EUR 456,000 to EUR 420,000 by redeeming
2,250,000 Sponsor Shares. Pursuant to an agreement (the “Sponsor Share and Warrant Repurchase
Agreement”), the Sponsors have sold a total of 2,025,000 Sponsor Shares and the Supervisory Board
entities have sold a total of 225,000 Sponsor Shares to the Company for EUR 0.016 per Sponsor
Share. In addition, the Sponsors and Co-Sponsors sold a total of 297,133 and 29,534 Sponsor
Warrants, respectively, to the Company for a purchase price of EUR 1.50 per Sponsor Warrant.
Furthermore, the Supervisory Board Entities have sold a total of 3,132 Sponsor Warrants for a
purchase price of EUR 1.50 per Sponsor Warrant to BD Capital and Fabian Zilker. The Co-Sponsors
committed to make an additional equity contribution in cash without issuance of new shares in the
amount of EUR 2,070.30 into the Company’s reserve as an additional purchase price for the Sponsor
Shares.
On 18 January 2022, the Company issued 21,000,000 redeemable class A shares with a par value
of EUR 0.016 with ISIN code LU2380748603 under the symbol SPV2 and 7,000,000 class A warrants
with ISIN LU2380748785 under the symbol SPVW. Subsequently the Company has been admitted
to trading on the Frankfurt Stock Exchange, on 20 January 2022.
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 Luhansk People Republic by the Russian Federation. Announcements of potential
additional sanctions have been made following military operations initiated by Russia against Ukraine
on 24 February 2022.
Following the military conflict initiated by Russia against Ukraine on 24 February 2022, there has
been a significant increase in volatility on the securities and currency markets. It is expected that
these events may affect the activities of Russian enterprises in various sectors of the economy. The
Management Board 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. The impact
of the war in Ukraine and its implications cannot be quantified at this point in time
There are no other significant subsequent events after balance sheet date, other than those disclosed
herein.
31